Securities code: 300684 securities abbreviation: Jones Tech Plc(300684) Announcement No.: 2021-093 Jones Tech Plc(300684)
Suggestive announcement on lifting the listing and circulation of restricted shares in the third phase of the restricted stock incentive plan in 2018
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. The number of restricted shares that can be released in the current period is 577600 shares, accounting for 0.2056% of the current total share capital of the company.
2. The number of incentive objects applying for lifting the sales restriction in this period is 37.
3. The listing and circulation date of restricted shares in this period is Tuesday, December 28, 2021.
Jones Tech Plc(300684) (hereinafter referred to as "the company" or " Jones Tech Plc(300684) ") convened the 27th meeting of the third board of directors and the 24th Meeting of the third board of supervisors on December 20, 2021 to consider and pass the proposal on the achievement of lifting the restrictions in the third lifting period of the restricted stock incentive plan in 2018 , the board of Directors believes that the unlocking conditions of restricted shares in the third phase of the company's 2018 restricted stock incentive plan have been met. According to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures") and the Jones Tech Plc(300684) 2018 restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan") ）According to the relevant provisions of the company and the authorization of the third extraordinary general meeting of shareholders of the company in 2018 to the board of directors, the company has gone through the listing and circulation procedures for the release of restricted shares in the third phase of the 2018 restricted stock incentive plan. The 37 incentive objects who meet the conditions for the release of restricted shares can release the restrictions on the sale of a total of 577600 restricted shares. The relevant matters are described as follows:
1、 Brief description of equity incentive plan and relevant approval procedures performed
1. On November 5, 2018, the company held the 17th meeting of the second board of directors and deliberated and adopted the
<2018 年限制性股票激励计划（草案）〉及其摘要的议案》、《关于公司<2018 年限制性股票激励计划实施考核管理办法>
The independent directors expressed their independent opinions on the proposal of the general meeting of shareholders on Authorizing the board of directors to handle matters related to equity incentive (hereinafter referred to as "assessment management measures") and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and the lawyer issued corresponding legal opinions.
2. On November 5, 2018, the company held the 12th meeting of the second board of supervisors and deliberated and adopted the
<2018 年限制性股票激励计划（草案）〉及其摘要的议案》、《关于公司<2018 年限制性股票激励计划实施考核管理办法>
And on verification
< Jones Tech Plc(300684) 2018 年限制性股票激励计划激励对象名单>
The motion of the.
3. The company publicized the list of incentive objects internally from November 7, 2018 to November 16, 2018. During the publicity period, the board of supervisors of the company did not receive any objection or adverse reaction from any organization or individual. On November 19, 2018, the board of supervisors of the company issued the verification opinions and publicity statement of the board of supervisors on the list of incentive objects of the company's 2018 restricted stock incentive plan.
4. On November 27, 2018, the company held the third extraordinary general meeting of shareholders in 2018 and deliberated and adopted the
<2018 年限制性股票激励计划（草案）〉及其摘要的议案》、《关于公司<2018 年限制性股票激励计划实施考核管理办法>
And the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and disclosed the self inspection report on the trading of shares of the company by insiders and incentive objects of the restricted stock incentive plan in 2018. The incentive plan was approved by the third extraordinary general meeting of shareholders in 2018. The board of directors is authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when incentive objects meet the conditions, and handle all matters necessary for the grant of restricted shares.
5. On November 28, 2018, the company held the 18th meeting of the second board of directors and the 13th meeting of the second board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects. On the same day, the board of supervisors and independent directors of the company expressed their consent, and Beijing Zhonglun law firm issued the legal opinion on the grant of Jones Tech Plc(300684) 2018 restricted stock incentive plan.
6. On December 26, 2018, the company completed the grant registration of restricted shares in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., and granted a total of 1165500 restricted shares to 52 incentive objects at the grant price of RMB 17.70/share. The granting date of restricted shares is November 28, 2018 and the listing date is December 28, 2018. After the completion of this restricted stock grant, the total share capital of the company increased from 15636600 shares to 157531500 shares.
7. On May 21, 2019, the company held the 2018 annual general meeting of shareholders, which reviewed and approved the 2018 profit distribution plan. Based on the total share capital of 157531500 shares as of December 31, 2018, the company increased 6 shares for every 10 shares to all shareholders with capital reserve. After the implementation of the company's equity distribution, the total share capital of the company increased from 157531500 shares to 252050400 shares.
8. On December 25, 2019, the 10th meeting of the 3rd board of directors and the 8th meeting of the 3rd board of supervisors held by the company deliberated and adopted the proposal on adjusting the repurchase quantity and repurchase price of the company's restricted stock incentive plan in 2018 and the proposal on repurchase and cancellation of some granted but not unlocked restricted stocks, The independent directors of the company agreed with this. Jin Zhong and Guo Xingling, the two incentive objects granted restricted shares, resigned for personal reasons and no longer qualified for incentive. The board of directors and the board of supervisors of the company agreed to repurchase and cancel the 24000 restricted shares held by the above-mentioned persons, which have been granted but have not been lifted, at a repurchase price of 10.95 yuan / share.
At the same time, the proposal on the achievement of the conditions for the release of restricted shares in the first release period of the incentive plan for restricted shares in 2018 was reviewed and approved. The board of directors and the board of supervisors of the company considered that the first release period of restricted shares granted by the incentive plan had expired, and the performance indicators and other conditions for the release of restrictions had been met, meeting the conditions for the release of restrictions in the first release period of the incentive plan, It is agreed that the company will lift the sales restriction on the incentive objects who meet the conditions for lifting the sales restriction according to the regulations, and handle the corresponding procedures for lifting the sales restriction. In the first phase of the company's restricted stock incentive plan in 2018, the number of restricted shares released from sale was 368160, and the listing and circulation date of the shares released this time was January 6, 2020.
9. On January 20, 2020, the first extraordinary general meeting of the company in 2020 deliberated and approved the proposal on repurchase and cancellation of some granted but not unlocked restricted shares. It is proposed to complete the repurchase and cancellation of 24000 restricted shares granted but not unlocked by Jin Zhong and Guo Xingling.
10. On April 22, 2020, the 13th meeting of the third board of directors and the 10th meeting of the third board of supervisors held by the company deliberated and adopted the proposal on repurchase and cancellation of some granted but not unlocked restricted shares. The independent directors of the company agreed with this. The board of supervisors of the company verified the resignation data of the three incentive objects granted restricted shares in 2018 and issued verification opinions.
11. On May 13, 2020, the company held the 2019 annual general meeting of shareholders, which reviewed and approved the 2019 profit distribution plan. Based on the total share capital of 252050400 shares as of December 31, 2019, the company will distribute RMB 4.20 in cash (including tax) to all shareholders for every 10 shares.
12. On May 13, 2020, the 2019 annual general meeting of shareholders of the company deliberated and approved the proposal on repurchase and cancellation of some granted but not unlocked restricted shares. It is planned to complete the repurchase and cancellation of 140800 restricted shares granted but not unlocked by three incentive objects Cheng Chuanlong, Xue Lixin and pan Guofang, and the total number of shares of the company will be reduced from 252026400 to 251885600.
13. On July 3, 2020, the 15th meeting of the third board of directors held by the company deliberated and adopted the regulation on change and amendment of registered capital
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And the proposal on Authorizing the board of directors of the company to handle matters related to industrial and commercial change registration. Approved by the reply on approving Jones Tech Plc(300684) non-public development shares (zjxk [2020] No. 907) of China Securities Regulatory Commission, the company issued 29066107 RMB common shares (A shares) to 16 specific objects in a non-public manner, and the new shares have obtained the certificate issued by Shenzhen Branch of China Securities Depository and clearing Co., Ltd Confirmation of acceptance of share registration application. After the completion of this non-public offering of shares, the total share capital of the company will increase from 252.0504 million shares to 281.1165 million shares.
Whereas the company's first extraordinary general meeting in 2020 and 2019 annual general meeting have considered and approved the proposal on repurchase and cancellation of some granted but not unlocked restricted shares and the proposal on change and modification of registered capital
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And the proposal on Authorizing the board of directors of the company to handle matters related to industrial and commercial change registration, agreeing to repurchase and cancel all 164800 shares of unlocked restricted shares held by the five resigned incentive objects in the restricted stock incentive plan in 2018. In order to give priority to the smooth implementation of non-public development of shares, such share repurchase and cancellation has not been handled. The company will handle the above-mentioned equity incentive repurchase and cancellation after the completion of this non-public offering. After the completion of equity incentive repurchase and cancellation, the total share capital of the company will be reduced from 281156500 shares to 280951700 shares.
14. On August 26, 2020, the company held the 16th meeting of the third board of directors and the 13th meeting of the third board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some granted but not unlocked restricted shares, and the independent directors of the company expressed their consent. The board of supervisors of the company verified the resignation data of one incentive object granted restricted shares in 2018 and issued verification opinions. 15. On September 15, 2020, the fourth extraordinary general meeting of the company in 2020 deliberated and approved the proposal on repurchase and cancellation of some granted but not unlocked restricted shares. It is proposed to repurchase and cancel 15360 restricted shares granted but not unlocked by one incentive object at the repurchase price of 10.53 yuan / share.
16. On December 18, 2020, the 20th meeting of the third board of directors and the 17th meeting of the third board of supervisors held by the company deliberated and adopted the proposal on adjusting the repurchase quantity and repurchase price of the company's restricted stock incentive plan in 2018 and the proposal on repurchase and cancellation of some granted but not unlocked restricted stocks, The independent directors of the company agreed with this. Zhou Zheng, one incentive object granted restricted shares, resigned for personal reasons and no longer qualified for incentive. The board of directors and the board of supervisors of the company agreed to repurchase and cancel the 6400 restricted shares held by the above-mentioned persons, which have been granted but not lifted, at a repurchase price of 10.53 yuan / share.
At the same time, the proposal on the achievement of the conditions for the release of restricted shares in the second release period of the incentive plan for restricted shares in 2018 was reviewed and approved. The board of directors and the board of supervisors of the company considered that the second release period of restricted shares granted by the incentive plan had expired, and the performance indicators and other conditions for the release of restricted shares had been met, meeting the conditions for the release of restricted shares in the second release period of the incentive plan, It is agreed that the company will lift the sales restriction on the incentive objects who meet the conditions for lifting the sales restriction according to the regulations, and handle the corresponding procedures for lifting the sales restriction. In the second phase of the company's restricted stock incentive plan in 2018, the number of restricted shares to be lifted is 655040. The listing and circulation date of the shares to be lifted is December 28, 2020.
17. On May 18, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on repurchase and cancellation of some granted but not unlocked restricted shares and the proposal on change and modification of registered capital
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And the proposal on Authorizing the board of directors of the company to handle matters related to industrial and commercial change registration, agreeing to repurchase and cancel all 21760 shares of unlocked restricted shares held by the two resigned incentive objects in the restricted stock incentive plan in 2018, with a repurchase price of 10.53 yuan / share. After the completion of equity incentive repurchase and cancellation, the total share capital of the company will be reduced from 280.9517 million shares to 280.9299 million shares.
18. On August 26, 2021, the company held the 25th meeting of the third board of directors and the 22nd Meeting of the third board of supervisors, The proposal on adjusting the repurchase quantity and repurchase price of the company's restricted stock incentive plan in 2018, the proposal on repurchase and cancellation of some granted but not unlocked restricted stocks, and the proposal on change and modification of registered capital were reviewed and approved
<公司章程>
And the proposal on Authorizing the board of directors of the company to handle matters related to industrial and commercial change registration, and the independent directors of the company expressed their consent. It is agreed that the restricted shares held by the two resigned incentive objects in the restricted stock incentive plan in 2018 have not been unlocked
