Securities code: 300120 securities abbreviation: Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120) Announcement No.: 2021-85 Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120)
Announcement on the completion of repurchase and cancellation of some restricted shares
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、 Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120) (hereinafter referred to as “the company”) ）The repurchase and cancellation involved 9 incentive objects, and the number of restricted shares repurchased and cancelled was 77114 shares, accounting for 0.0166% of the company’s total share capital of 464478294 shares before the repurchase. Among them, the repurchase price of the first granted part is 4.338745 yuan / share, and the number of shares to be repurchased and cancelled this time is 71114 shares; The repurchase price of the reserved grant part is 4.20 yuan / share. The number of shares to be repurchased and cancelled this time is 6000 shares, with a total repurchase amount of 333745.52 yuan, which comes from the company’s own funds.
2. After examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the company completed the cancellation of some restricted stock repurchase on December 23, 2021.
3. After the cancellation of this repurchase, the total share capital of the company was changed from 464478294 shares to 464401180 shares, and the registered capital was changed from 464478294 yuan to 464401180 yuan.
1、 Brief description of equity incentive plan and relevant approval procedures performed
1. On March 30, 2018, the second meeting of the Fourth Board of directors of the company deliberated and adopted the
<2018年限制性股票激励计划（草案）>
And its summary. The independent directors of the company expressed independent opinions on this; On the same day, the second meeting of the Fourth Board of supervisors of the company deliberated and adopted the
<天津经纬电材股份有限公司限制性股票激励计划（草案）>
And its abstract, and believes that the incentive object meets the incentive object scope specified in the company’s restricted stock incentive plan (Draft), and its subject qualification as the equity incentive object of the company is legal and effective.
2. On April 17, 2018, the company held the first extraordinary general meeting of shareholders in 2018, which deliberated and adopted the
<2018年限制性股票激励计划（草案）>
The board of directors is authorized to determine the grant date of the restricted stock plan and all matters necessary to grant shares to the incentive object when the incentive object meets the conditions.
3. On May 17, 2018, the company held the fifth meeting of the Fourth Board of directors and the fifth meeting of the Fourth Board of supervisors, which respectively deliberated and adopted the proposal on adjusting the list of incentive objects of the 2018 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time, and adjusted the list of incentive objects, At the same time, it is determined to grant restricted shares to incentive objects meeting the grant conditions on May 17, 2018 as the first grant date. The independent directors expressed independent opinions on matters related to the grant of the company’s stock incentive plan. The listing date of the granted shares is June 4, 2018.
4. On March 7, 2019, the 16th meeting of the 4th board of directors and the 11th meeting of the 4th board of supervisors deliberated and approved the proposal on adjusting the number of reserved rights and interests granted in the 2018 restricted stock incentive plan and the proposal on granting reserved restricted shares to incentive objects. On the same day, the independent directors of the company expressed independent opinions on this proposal, The board of supervisors of the company verified the list of reserved grant objects. It is determined that the number of reserved restricted shares granted is 2274300 shares, the number of persons granted is 15, and the grant price is 4.20 yuan / share. The listing date of the shares granted this time is May 21, 2019.
5. On May 6, 2019, the company’s 2018 annual general meeting of shareholders deliberated and approved the proposal on adjusting the repurchase price of restricted shares and repurchase and cancellation of some restricted shares. Fu Hongwei and other 11 incentive objects resigned for personal reasons and did not meet the incentive conditions. The company will repurchase and cancel 194985 restricted shares granted but not unlocked, The repurchase price was adjusted from 5.61 yuan / share to 4.338745 yuan / share.
6. On June 5, 2019, the 18th meeting of the 4th board of directors and the 13th meeting of the 4th board of supervisors deliberated and adopted the proposal on the achievement of unlocking conditions in the first unlocking period of the first part of the company’s restricted stock incentive plan in 2018 and the proposal on adjusting the number and price of the first granting of restricted stock incentive plan in 2018, The number of restricted shares granted for the first time was adjusted from 7036000 to 8902566, the actual recipients were adjusted to 168, and the grant price was adjusted from 5.61 yuan / share to 4.338745 yuan / share. The listing and circulation date of the unlocked restricted shares is June 20, 2019. 7. On April 24, 2020, the 30th meeting of the 4th board of directors and the 22nd Meeting of the 4th board of supervisors deliberated and adopted the proposal on the achievement of unlocking conditions for the first unlocking period of the reserved part of the company’s restricted stock incentive plan in 2018. The number of restricted shares that can be unlocked in the first phase of the reserved part is
909720 shares. The listing and circulation date of the unlocked restricted shares is May 25, 2020.
8. On July 1, 2020, the 32nd meeting of the 4th board of directors and the 22nd Meeting of the 4th board of supervisors deliberated and adopted the proposal on the achievement of unlocking conditions in the second unlocking period of the first part of the restricted stock incentive plan in 2018 Proposal on repurchase and cancellation of restricted shares granted but not yet unlocked in the incentive plan for restricted shares in 2018. Eight incentive objects granted for the first time resigned for personal reasons and did not meet the incentive conditions. The company will repurchase and cancel 278317 restricted shares granted but not unlocked; the other 160 incentive objects have met the company’s incentive plan for restricted shares in 2018 For the unlocking conditions of the second unlocking period of the first granting part, the relevant matters of the second unlocking of the first granting part of the restricted stock incentive plan in 2018 can be handled in accordance with the authorization of the first extraordinary general meeting in 2018 and the relevant provisions of the equity incentive plan. The number of restricted shares that can be unlocked this time is 2132868 shares, The listing and circulation date is July 10, 2020.
9. On July 20, 2020, the third 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 in the 2018 restricted stock incentive plan. The Company repurchased and cancelled 278317 restricted shares that had been granted but not unlocked to the 8 incentive objects who left for personal reasons and did not meet the incentive conditions.
10. On July 2, 2021, the fourth meeting of the Fifth Board of directors and the fourth meeting of the Fifth Board of supervisors deliberated and adopted the proposal on the achievement of unlocking conditions in the third unlocking period of the first granting part and the second unlocking period of the reserved granting part of the restricted stock incentive plan in 2018 Proposal on repurchase and cancellation of restricted shares granted but not unlocked in the 2018 restricted stock incentive plan. Except for 9 incentive objects who leave for personal reasons and do not meet the incentive conditions, the company will repurchase and cancel 77114 restricted shares granted but not unlocked; If other incentive objects have met the unlocking conditions of the company’s restricted stock incentive plan in 2018, they can handle the matters related to the third unlocking of the first granted part and the second unlocking of the reserved granted part of the restricted stock incentive plan in 2018 in accordance with the authorization of the first extraordinary general meeting in 2018 and the relevant provisions of the equity incentive plan.
11. On July 22, 2021, the third extraordinary general meeting of the company in 2021 deliberated and approved the proposal on repurchase and cancellation of some granted but not unlocked restricted shares in the 2018 restricted stock incentive plan, and agreed to repurchase and cancel 77114 granted but not unlocked restricted shares of 9 incentive objects.
2、 Reasons, quantity, price and source of funds for cancellation of some restricted shares in this repurchase
1. Reasons for repurchase and cancellation of some restricted shares
According to the provisions of “II. Changes in personal conditions of incentive objects” in “Chapter VIII handling of changes in the company or incentive objects” of the company’s 2018 restricted stock incentive plan, 9 incentive objects leave for personal reasons and do not meet the incentive conditions, and the company will repurchase and cancel some of their granted but unlocked restricted shares.
2. The price and quantity of repurchase and cancellation of some restricted shares
According to paragraph 9 “principle of repurchase and cancellation of restricted shares” in Chapter V “specific contents of this incentive plan” of the company’s 2018 restricted stock incentive plan: “if the company repurchases and cancels restricted shares according to the provisions of this incentive plan, unless otherwise agreed in this plan, the repurchase price is the grant price.”
The repurchase price of the first granted part of the company’s restricted stock incentive plan in 2018 is 4.338745 yuan / share, and the number of shares repurchased and cancelled this time is 71114 shares; The repurchase price of the reserved grant part is 4.20 yuan / share, and the number of shares to be repurchased and cancelled this time is 6000 shares;
3. Source of funds for repurchase
The repurchase price paid by the company for this restricted stock repurchase is 333745.52 yuan, which comes from the company’s own funds.
3、 Verification and completion of repurchase cancellation
1. ShineWing Certified Public Accountants (special general partnership) verified the cancellation of this restricted stock repurchase and issued the capital verification report xyzh / 2021jaa10169. After the cancellation of this repurchase, the total share capital of the company was changed from 464478294 shares to 464401180 shares.
2. After examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the company completed the cancellation of some restricted stock repurchase on December 23, 2021.
4、 Changes in the company’s share capital structure before and after the repurchase and cancellation of some restricted shares
Nature of shares before this change and after this change
Proportion of quantity (shares) (%) increase and decrease proportion of quantity (shares) (%)
1、 Shares with limited sales conditions 8223338017.70% – 771148215626617.69%
2、 Shares with unlimited sales conditions 38224491482.30% – 38224491481.31%
3、 Total number of shares 464478294100% – 77114464401180100%
5、 The impact of the cancellation of some restricted shares in this repurchase on the company
The company will handle the cancellation of this repurchase in accordance with the accounting standards and relevant regulations. The repurchase and cancellation of some restricted shares will not have a significant impact on the company’s operating performance, nor will it affect the diligence of the company’s management team. The company’s management team will continue to earnestly perform their duties and create maximum value for shareholders.
It is hereby announced.
Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120) board of directors
December 23, 2021
