Securities code: 603279 securities abbreviation: Jingjin Environmental Protection Co.Ltd(603279) Announcement No.: 2021-068 Jingjin Environmental Protection Co.Ltd(603279)
2020 restricted stock incentive plan part of restricted stock
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Reasons for repurchase and cancellation: as four incentive objects in the company’s 2020 restricted stock incentive plan resigned and no longer qualified for incentive, the company decided to repurchase and cancel a total of 33000 restricted shares held by these four persons that have been granted but have not been lifted.
Relevant information about the cancellation of shares
Number of shares repurchased number of shares cancelled date of cancellation
33000 shares 33000 shares December 29, 2021
1、 Decision making and information disclosure of this restricted stock repurchase and cancellation
1、 Jingjin Environmental Protection Co.Ltd(603279) (hereinafter referred to as “the company”) convened the 15th (Interim) meeting of the third board of directors and the 16th (Interim) meeting of the third board of supervisors on November 3, 2021, and deliberated and adopted the proposal on repurchase and cancellation of restricted shares granted but not lifted for some incentive objects in the 2020 restricted stock incentive plan 。 Due to the resignation of four incentive objects in the company’s 2020 restricted stock incentive plan, the company decided to repurchase and cancel a total of 33000 restricted shares that have been granted but not lifted. The independent directors of the company have expressed their independent opinions, and the board of supervisors of the company has reviewed and approved relevant proposals and issued verification opinions. For details, please refer to the announcement on repurchase and cancellation of restricted shares granted to some incentive objects in the 2020 restricted stock incentive plan but not lifted in the designated media disclosed by the company on November 5, 2021 (Announcement No.: 2021-050).
2. The cancellation of part of the restricted shares granted but not yet lifted will involve the reduction of registered capital. The company has notified the creditors of the cancellation of the share repurchase in accordance with the provisions of laws and regulations
Procedure. For details, see the announcement on notifying creditors of repurchase and cancellation of some restricted shares disclosed by the company in the designated media on November 5, 2021 (Announcement No. 2021-052). By the end of the reporting period, the company has not received any objection from any creditor to the cancellation of this repurchase, nor has it received any request from any creditor to pay off debts or provide corresponding guarantee to the company.
2、 Cancellation of this restricted stock repurchase
(i) Reasons and basis for cancellation of restricted shares in this repurchase
According to the Jingjin Environmental Protection Co.Ltd(603279) 2020 restricted stock incentive plan (hereinafter referred to as the “incentive plan”) and the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) ）And other relevant provisions, in view of the fact that among the incentive objects of the company’s 2020 restricted stock incentive plan, four incentive objects have resigned for personal reasons and are no longer qualified as restricted stock incentive objects, the restricted shares granted to such incentive objects but not yet lifted shall not be lifted, and shall be repurchased and cancelled by the company.
（2） Relevant personnel and quantity of this repurchase cancellation
The repurchase and cancellation of restricted shares involves 4 incentive objects: Ju Hongwei, Wang Shisong, Wang Yonggang and Li Na, with a total of 33000 restricted shares to be repurchased and cancelled; After the cancellation of this repurchase, there are 6045750 restricted shares whose remaining equity incentive has not been lifted.
（3） Repurchase cancellation arrangement
The company has applied for opening a special securities account for repurchase in Shanghai Branch of China Securities Depository and Clearing Co., Ltd (Securities Account No.: b884596874), and applied to China Securities Depository and Clearing Corporation Limited Shanghai Branch for handling the repurchase and transfer procedures of 33000 restricted shares granted to the above four incentive objects but not lifted. It is expected that the restricted shares will be cancelled on December 29, 2021, and the company will handle relevant industrial and commercial change registration procedures in accordance with the law Continued.
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
Category before current change amount after current change
Shares with limited sales conditions 215803099-33000215770099
Shares with unlimited sales conditions 1961464010196146401
Total 411949500-33000411916500
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 the provisions of laws, regulations and administrative measures, as well as the arrangement of the company’s equity incentive plan and restricted stock grant agreement, and there is no situation that damages the legitimate rights and interests of incentive objects and creditors.
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 the relevant incentive objects have not expressed any objection to 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
Beijing Junzhi law firm believes that as of the date of issuance of this legal opinion, the company has fulfilled the necessary approval and authorization at this stage for the cancellation of this repurchase, and fulfilled the necessary information disclosure obligations at this stage. The reason, quantity and price of this repurchase cancellation of the company comply with the company law, securities law, administrative measures and other laws, regulations, normative documents and relevant provisions of the incentive plan. The company still needs to perform other necessary procedures in accordance with the company law and other laws and regulations.
6、 Online announcement attachment
Legal opinion of Beijing Junzhi law firm on Jingjin Environmental Protection Co.Ltd(603279) repurchase and cancellation of some restricted shares
It is hereby announced.
Jingjin Environmental Protection Co.Ltd(603279) board of directors December 27, 2021
