Securities code: 688005 securities abbreviation: Ningbo Ronbay New Energy Technology Co.Ltd(688005) Announcement No.: 2021-091 Ningbo Ronbay New Energy Technology Co.Ltd(688005)
Class I restricted stocks in 2020 stock incentive plan
Announcement on the implementation of repurchase cancellation
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law. Important content note: reasons for repurchase cancellation: according to the Ningbo Ronbay New Energy Technology Co.Ltd(688005) 2020 restricted stock incentive plan (Draft) (hereinafter referred to as “2020 restricted stock incentive plan”), the six incentive objects granted for the first time do not meet the incentive conditions due to resignation, Ningbo Ronbay New Energy Technology Co.Ltd(688005) (hereinafter referred to as “the company”) ）It is proposed to repurchase and cancel the class I restricted shares granted to the incentive objects but not unlocked. Relevant information about the cancellation of shares
Number of shares repurchased number of shares cancelled date of cancellation
58178.00 shares 58178.00 shares December 28, 2021
1、 Decision making and information disclosure of this restricted stock repurchase and cancellation
On July 22, 2021, the company held the fourth meeting of the second board of directors and the fourth meeting of the second board of supervisors, which respectively deliberated and adopted the proposal on repurchase and cancellation of restricted shares granted to some incentive objects of the 2020 restricted stock incentive plan but not lifted the sales restriction. The independent directors of the company expressed their independent opinions.
On August 24, 2021, the company held the fifth meeting of the second board of directors and the fifth meeting of the second board of supervisors, which respectively deliberated and adopted the proposal on adjusting the repurchase and grant price of 2020 restricted stock incentive plan. In view of the fact that the company has implemented the profit distribution plan in August 2021, It is agreed to adjust the repurchase price (including reservation) of class I restricted shares to 23.91 yuan / share. The independent directors of the company expressed their independent opinions.
On September 17, 2021, the company held the sixth meeting of the second board of directors and the sixth meeting of the second board of supervisors, deliberated and adopted the proposal on matters related to the adjustment, repurchase and cancellation of restricted stock incentive plan in 2020, and agreed to repurchase and cancel 58178.00 class I restricted shares of 6 incentive objects that have been authorized but have not been lifted. The independent directors of the company expressed their independent opinions.
According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan deliberated and adopted at the first extraordinary general meeting of shareholders in 2020, the board of directors of the company has been authorized to handle the repurchase and cancellation of restricted stock whose sales restriction has not been lifted, and it is not necessary to submit it to the general meeting of shareholders. See Ningbo Ronbay New Energy Technology Co.Ltd(688005) announcement on matters related to adjustment, repurchase and cancellation of restricted stock incentive plan in 2020 (Announcement No.: 2021-075) disclosed by the company for details.
In accordance with the relevant provisions of the company law, the company has performed the procedure of notifying creditors of the repurchase and cancellation of restricted shares, See Ningbo Ronbay New Energy Technology Co.Ltd(688005) announcement on repurchase and cancellation of some shares of 2020 restricted stock incentive plan and reduction of registered capital and notice to creditors disclosed by the company on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on July 23, 2021 (Announcement No.: 2021-056). Within 45 days from July 23, 2021, the company has not received the declaration of prepayment or guarantee from relevant creditors. II. Cancellation of this restricted stock repurchase
（1） Reasons and basis for cancellation of restricted shares in this repurchase
In view of the resignation of the six incentive objects first granted by the 2020 restricted stock incentive plan, in accordance with the relevant provisions of the 2020 restricted stock incentive plan and the authorization of the company’s first extraordinary general meeting in 2020, the board of directors of the company decided to repurchase and cancel a total of 58178.00 restricted shares granted to the six people but not removed from the restricted sale, The repurchase price is 23.91 yuan / share.
（2） Relevant personnel and quantity of this repurchase cancellation
The repurchase and cancellation of restricted shares involves a total of 6 incentive objects, with a total of 58178.00 class I restricted shares to be repurchased and cancelled; After the cancellation of this repurchase, the remaining number of class I restricted shares granted for the first time by the 2020 restricted stock incentive plan is 4039505.00 shares.
（3） Repurchase cancellation arrangement
The company has opened a special account for repurchase in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. and applied to it for the repurchase and transfer of the aforementioned 58178.00 restricted shares.
It is expected that the restricted shares will be cancelled on December 28, 2021, and the board of directors of the company authorizes the management and relevant personnel to go through the relevant industrial and commercial change procedures in accordance with the law. 3、 Changes in the company’s share structure after repurchase and cancellation of restricted shares
After the repurchase and cancellation of restricted shares, the changes in the capital structure of the company are as follows:
Unit: shares
Before and after the change of share nature
Tradable shares with limited sales conditions 172285510-58178172227332
Tradable shares with unlimited sales conditions 275813000275810300
Total 448095810-58178448037632
4、 Description and commitment
The board of directors of the company explained that the decision-making procedures and information disclosure involved in the repurchase and cancellation of restricted shares comply with laws and regulations, the measures for the administration of equity incentive of listed companies and the arrangement of the company’s 2020 restricted stock incentive plan, and there is no situation that damages the legitimate rights and interests of incentive objects and creditors. The repurchase and cancellation of restricted shares will not affect the stability of the company’s management team, nor will it have a significant impact on the company’s operating performance and financial status.
The company promises that it has verified and guaranteed that the objects involved in the repurchase and cancellation of restricted shares, the number of shares, the cancellation date and other information are true, accurate and complete, has fully informed the relevant incentive objects of the repurchase and cancellation, and has not received the documents of objection raised by the incentive objects on the repurchase and cancellation. In case of any dispute with relevant incentive objects due to the cancellation of this repurchase, the company will bear the relevant legal liabilities arising therefrom. 5、 Concluding observations of the legal opinion
Guohao law firm (Shanghai) believes that as of the date of issuance of this legal opinion, the company’s repurchase and cancellation of the incentive plan has obtained the necessary approval and authorization at this stage; the basis, reason, personnel and quantity of the repurchase and cancellation of the incentive plan comply with the company law, management measures, disclosure guidelines and other laws, regulations, normative documents and incentive plan Relevant provisions of the; The company has fulfilled the relevant information disclosure obligations on the cancellation of this repurchase at this stage, and still needs to continue to perform the corresponding information disclosure obligations according to law; The implementation of this repurchase cancellation still needs to go through the relevant industrial and commercial change registration procedures for the reduction of registered capital according to law. 6、 Online announcement attachment
Legal opinion of Guohao law firm (Shanghai) on Ningbo Ronbay New Energy Technology Co.Ltd(688005) the implementation of class I restricted stock repurchase cancellation of stock incentive plan in 2020
It is hereby announced.
Ningbo Ronbay New Energy Technology Co.Ltd(688005) board of directors December 24, 2021
