Securities code: 688058 securities abbreviation: Beijing Baolande Software Corporation(688058) Announcement No.: 2021-067
Beijing Baolande Software Corporation(688058)
On adjusting the incentive plan for restricted stocks in 2020
Announcement of award price
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 the announcement, and bear legal liabilities for the authenticity, accuracy and completeness of the contents according to law. Beijing Baolande Software Corporation(688058) (hereinafter referred to as “the company”) convened the sixth meeting of the third board of directors and the fifth meeting of the third board of supervisors on December 24, 2021, deliberated and adopted the proposal on adjusting the grant price of the 2020 restricted stock incentive plan, and agreed to implement the 2020 restricted stock incentive plan (Draft) according to the company According to the relevant provisions of the restricted stock incentive plan in 2020, the grant price of restricted stock (including reservation) will be adjusted from 40.00 yuan / share to 38.575 yuan / share. The details are as follows:
1、 Decision making procedures and information disclosure performed in this restricted stock grant
1. On December 11, 2020, the company held the 18th meeting of the second board of directors and deliberated and adopted the
<2020 年限制性股票激励计划（草案）>
And its abstract
<2020 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 the company’s 2020 restricted stock incentive plan. The independent directors of the company have expressed independent opinions on the relevant proposals of the incentive plan.
On the same day, the company held the 14th meeting of the second board of supervisors and deliberated and adopted the
<2020年限制性股票激励计划（草案）>
And its abstract
<2020 年限制性股票激励计划实施考核管理办法>
Proposal on verification of the company
<2020 年限制性股票激励计划激励对象名单>
The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. On December 12, 2020, The company disclosed the notice of Beijing Baolande Software Corporation(688058) on convening the third extraordinary general meeting of shareholders in 2020 (Announcement No.: 2020-051) on the website of Shanghai Stock Exchange (www.sse. Com.. CN) to review the relevant proposals of the restricted stock incentive plan in 2020. On the same day, the company disclosed the announcement of Beijing Baolande Software Corporation(688058) on public solicitation of entrusted voting rights by independent directors (Announcement No.: 2020-053), according to the entrustment of other independent directors of the company, Mr. Geng Zehui, the independent director, as the collector, solicited voting rights from all shareholders of the company on the relevant proposals of the company’s 2020 restricted stock incentive plan deliberated at the third extraordinary general meeting in 2020.
3. From December 12, 2020 to December 22, 2020, the company publicized the list of incentive objects granted for the first time in the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects of the incentive plan. On December 23, 2020, the company disclosed on the website of Shanghai Stock Exchange (www.sse. Com.. CN) Beijing Baolande Software Corporation(688058) board of supervisors on the review opinions and publicity of the list of incentive objects of the company’s 2020 restricted stock incentive plan (Announcement No.: 2020-055).
4. On December 28, 2020, the company held the third extraordinary general meeting of shareholders in 2020, deliberated and adopted the
<2020 年限制性股票激励计划（草案）>
And its abstract
<2020 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 the company’s 2020 restricted stock incentive plan, On December 29, 2020, Beijing Baolande Software Corporation(688058) self inspection report on the trading of company shares by insiders and incentive objects of 2020 restricted stock incentive plan (Announcement No.: 2020-056) was disclosed on the website of Shanghai Stock Exchange (www.sse. Com.. CN).
5. On December 28, 2020, the company held the 19th meeting of the second board of directors and the 15th meeting of the second board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed their independent opinions on this matter and believed that the grant conditions had been met, the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions. The board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
6. On December 24, 2021, the company held the sixth meeting of the third board of directors and the fifth meeting of the third board of supervisors, deliberated and adopted the proposal on adjusting the grant price of 2020 restricted stock incentive plan and the proposal on granting some restricted shares reserved in 2020 restricted stock incentive plan to incentive objects, The independent directors of the company expressed independent opinions on the matter.
2、 Main contents of this adjustment
1. Reason for adjustment
The company held the 2020 annual general meeting of shareholders on May 18, 2021, reviewed and passed the proposal on reviewing the company’s 2020 profit distribution plan. The profit distribution is based on the total share capital of the company before the implementation of the plan, A cash dividend of 1.425 yuan (including tax) was distributed per share, totaling 57 million yuan. On May 27, 2021, the company disclosed the announcement on the implementation of Beijing Baolande Software Corporation(688058) 2020 annual equity distribution. The equity registration date is June 1, 2021, and the ex right and ex dividend date is June 2, 2021.
Considering that the above profit distribution plan has been implemented, according to Article 2 of Chapter X of the incentive plan, if the company has matters such as capital reserve conversion to share capital, distribution of stock dividends, division of shares, allotment of shares, reduction of shares or distribution of dividends from the announcement date of the incentive plan to the time when the incentive object is granted restricted shares, and from the time when the incentive object is granted restricted shares to the time of ownership, The grant price of restricted shares shall be adjusted accordingly.
2. Adjustment method
According to the provisions of the company’s 2020 restricted stock incentive plan (Draft), the grant price adjustment method is as follows:
P＝P0-V
Where: P0 is the grant price before adjustment; V is the dividend per share; P is the adjusted grant price. After dividend adjustment, P must still be greater than 1.
According to the above formula, the grant price of restricted shares in 2020 restricted stock incentive plan = 40.00-1.425 = 38.575 yuan / share.
3、 Explanation on the difference between the implementation of the incentive plan and the incentive plan approved by the general meeting of shareholders
In addition to the above adjustments, other contents of the 2020 restricted stock incentive plan implemented this time are consistent with the incentive plan deliberated and approved by the third extraordinary general meeting of shareholders in 2020. According to the authorization of the third extraordinary general meeting of shareholders in 2020, this adjustment does not need to be submitted to the general meeting of shareholders for deliberation. The independent directors of the company unanimously agreed with the adjustment made by the board of directors on the granting price of restricted shares in the equity incentive plan, and the board of supervisors of the company also expressed explicit agreement.
4、 Impact of this adjustment on the company
The company’s adjustment of the grant price of restricted shares in the incentive plan complies with the administrative measures and other relevant laws and regulations and the relevant provisions of the incentive plan. This adjustment will not have a material impact on the company’s financial position and operating results.
5、 Opinions of the board of supervisors
The board of supervisors believes that the annual equity distribution of the company in 2020 has been completed on June 2, 2021. The board of directors of the company adjusted the grant price of restricted shares in the company’s 2020 restricted stock incentive plan according to the authorization of the third extraordinary general meeting of shareholders in 2020. The review procedures are legal and compliant, and comply with the administrative measures for equity incentive of listed companies and other relevant laws, regulations According to the relevant provisions of the normative documents and the company’s 2020 restricted stock incentive plan (Draft), there is no situation that damages the interests of the company and all shareholders. Therefore, it is agreed that the grant price of restricted shares in the 2020 restricted stock incentive plan will be adjusted from 40.00 yuan / share to 38.575 yuan / share.
6、 Opinions of independent directors
The independent directors believe that the adjustment of the granting price of restricted shares (including reservation) is in line with the administrative measures for equity incentive of listed companies and other relevant laws, regulations and normative documents, the articles of association and the company’s 2020 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”) ）The board of directors has obtained the authorization of the general meeting of shareholders, the adjustment procedure is legal and compliant, and there is no damage to the interests of the company and all shareholders. Therefore, we agree that the company will adjust the grant price (including reservation) of the incentive plan accordingly.
7、 Lawyer’s concluding observations
The lawyer believes that as of the date of issuance of this legal opinion, the necessary approval and authorization have been obtained for the adjustment of the grant price and the grant of the reserved part of the incentive plan, the conditions for the grant of the reserved part of the incentive plan have been met, and the adjustment of the grant price of the incentive plan complies with the provisions of relevant laws and regulations, The company still needs to perform corresponding information disclosure obligations and handle grant registration and other matters in accordance with relevant laws and regulations.
8、 Opinion of independent financial adviser
Shanghai Rongzheng Investment Consulting Co., Ltd. believes that as of the date of issuance of this report, Beijing Baolande Software Corporation(688058) the adjustment of the grant price of the 2020 restricted stock incentive plan complies with the relevant provisions of the administrative measures for equity incentive of listed companies and the company’s 2020 restricted stock incentive plan (Draft), and there is no damage to the interests of the company’s shareholders.
Beijing Baolande Software Corporation(688058) the restricted stock incentive plan has obtained the necessary approval and authorization; The company does not meet the granting conditions specified in the 2020 restricted stock incentive plan; The determination of the reserved grant date, grant price, grant object and grant quantity of restricted shares complies with the provisions of the administrative measures, listing rules and other laws, regulations and normative documents.
9、 Online announcement attachment
(i) Resolution of the 6th meeting of the 3rd board of directors;
（2） Resolution of the 5th meeting of the 3rd board of supervisors;
（3） Independent opinions of Beijing Baolande Software Corporation(688058) independent directors on matters related to the sixth meeting of the third board of directors;
（4） Legal opinion of Guohao law firm (Beijing) on issues related to the adjustment of the grant price of the Beijing Baolande Software Corporation(688058) 2020 restricted stock incentive plan and the reserved grant; (5) independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on the adjustment and reserved grant of the Beijing Baolande Software Corporation(688058) 2020 restricted stock incentive plan
It is hereby announced.
Beijing Baolande Software Corporation(688058) board of directors December 25, 2021
