Securities code: 002179 securities abbreviation: Avic Jonhon Optronic Technology Co.Ltd(002179) announcement Code: 2021-086 Avic Jonhon Optronic Technology Co.Ltd(002179)
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 in the A-share restricted stock incentive plan (phase II) to be repurchased and cancelled this time is 74669 shares, accounting for 0.0068% of the total share capital of the company and 0.2405% of the total shares granted by the company's restricted stock incentive plan (phase II).
2. The cancellation of this repurchase still needs to be submitted to the general meeting of shareholders for deliberation. After deliberation, the company will apply to relevant departments for handling according to the authorization.
3. After the relevant departments have gone through the formalities for this repurchase cancellation, the company will issue an announcement on the completion of repurchase cancellation. Please pay attention to it.
1、 Relevant approval procedures for the company's A-share restricted stock incentive plan (phase II)
On November 18, 2019, the 31st meeting of the Fifth Board of directors The 23rd Meeting of the 5th board of supervisors deliberated and adopted the proposal on the draft and summary of the company's A-share restricted stock incentive plan (phase II), the proposal on the measures for the implementation and assessment of the company's restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's A-share restricted stock incentive plan (phase II) , independent directors expressed independent opinions on the incentive plan.
On December 6, 2019, The company received the reply on the second grant plan of Avic Jonhon Optronic Technology Co.Ltd(002179) restricted stock incentive plan (Zi [2019] No. 54) from AVIC. The company's restricted stock incentive plan (phase II) was approved by AVIC. The meeting considered and approved the A-share restricted stock incentive plan (phase II) (Revised Draft) and its summary, the independent directors expressed independent opinions on the amendment of the incentive plan.
On December 25, 2019, The third extraordinary general meeting of the company in 2019 deliberated and approved the proposal on the company's A-share restricted stock incentive plan (phase II) (Draft Revision) and its summary, the proposal on the measures for the implementation and assessment of the company's restricted stock incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle the company's A-share restricted stock incentive plan (phase II) proposal on relevant matters.
On December 26, 2019, The 33rd meeting of the 5th board of directors of the company deliberated and approved the proposal on granting restricted shares to the incentive objects of the company's A-share restricted stock incentive plan (phase II). The independent directors and the board of supervisors expressed clear opinions on whether the grant conditions were met. The board of supervisors made a list of incentive objects of the company's A-share restricted stock incentive plan (phase II) on the grant date (Revised Version) has been verified.
On January 15, 2020 and January 20, 2020, The company announced the announcement on the completion of share grant of A-share restricted stock incentive plan (phase II) on the designated information disclosure media, and handled the restricted stock plan for the board of directors according to the company's A-share restricted stock incentive plan (phase II) (Revised Draft) and the general meeting of shareholders (phase II) to implement the authorization of relevant matters, the board of directors of the company completed the share grant and registration of the A-share restricted stock incentive plan (phase II), and the granted shares were listed on Shenzhen Stock Exchange on January 17, 2020.
On March 27, 2020, the second meeting of the sixth board of directors of the company deliberated and adopted the proposal on repurchase and cancellation of some restricted shares. The second meeting of the sixth board of supervisors of the company considered the above proposal and verified the repurchase and cancellation of restricted shares held by some resigned equity incentive objects that have been granted but not unlocked. The independent directors of the company expressed independent opinions on this and determined that the above matters comply with the provisions of relevant laws and regulations. The lawyer gave corresponding legal opinions. On April 21, 2020, the 2019 annual general meeting of shareholders of the company deliberated and approved the proposal on repurchase and cancellation of some restricted shares. On May 14, 2020, the company issued the announcement on the completion of repurchase and cancellation of restricted shares, which repurchased and cancelled 10000 restricted shares of one incentive object's restricted stock incentive plan (phase II), and the repurchase price was 23.43 yuan / share.
On March 29, 2021, the 11th meeting of the sixth board of directors of the company deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in the restricted stock incentive plan. The 9th meeting of the 6th board of supervisors of the company considered the above proposal and verified the repurchase and cancellation of some restricted shares held by equity incentive objects who participated in the incentive plan of subsidiaries, retired and resigned for personal reasons. The independent directors of the company expressed independent opinions on this and determined that the above matters comply with the provisions of relevant laws and regulations. The lawyer gave corresponding legal opinions. On April 21, 2021, the company's 2020 annual general meeting of shareholders deliberated and adopted the above proposal. On June 4, 2021, the company issued the announcement on the completion of repurchase and cancellation of restricted shares, Repurchase and cancellation of restricted stock incentive plan for 54 incentive objects (phase II) 938625 restricted shares. The company will buy back and cancel the unlocked restricted shares of the incentive objects participating in the subsidiary incentive plan and retirement at the interest calculated by the grant price plus the time deposit interest rate published by the people's Bank of China, that is, RMB 23.43/share plus the bank time deposit interest rate. The incentive objects who leave their jobs for personal reasons will be granted The repurchase price is 23.43 yuan / share.
On December 27, 2021, the 19th meeting of the 6th board of directors and the 14th meeting of the 6th board of supervisors of the company, The proposal on the achievement of unlocking conditions in the first unlocking period of the company's A-share restricted stock incentive plan (phase II) was deliberated and adopted 。 Both the board of directors and the board of supervisors believe that the conditions for lifting the restrictions on the sale of restricted shares in the first lifting period set in the incentive plan have been achieved. The unlocking matters handled by the board of directors of the company have been authorized by the third extraordinary general meeting of shareholders of the company in 2019 and need not be submitted to the general meeting of shareholders of the company for deliberation.
On December 27, 2021, the 19th meeting of the sixth board of directors of the company deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in the restricted stock incentive plan. The 14th meeting of the 6th board of supervisors of the company considered the above proposal and verified the repurchase and cancellation of restricted shares held by equity incentive objects that have been granted but not unlocked due to resignation, job transfer and personal performance appraisal. The independent directors of the company expressed independent opinions on this and determined that the above matters comply with the provisions of relevant laws and regulations. The lawyer gave corresponding legal opinions. The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2、 The reason, quantity, price and source of funds for the cancellation of some restricted shares by the company in this repurchase
1. Reasons for repurchase
In 2021, a total of 7 incentive objects held shares in the limited stock incentive plan will be repurchased and cancelled by the company according to the relevant provisions of the revised draft of the company's A-share restricted stock incentive plan (phase II) due to resignation, job transfer and personal performance appraisal.
2. Repurchase quantity
According to the provisions of the restricted stock incentive plan (phase II), on January 17, 2020, the company paid 1164 shares to
Incentive objects granted 31041157 restricted shares. In 2021, a total of 7 incentive objects were motivated by
For the above reasons, 74669 restricted shares held by them need to be cancelled.
3. Repurchase price, repurchase amount and capital source
On January 17, 2020, the company granted restricted shares to incentive objects at a price of 23.43 yuan
/Shares. According to the revised draft of Avic Jonhon Optronic Technology Co.Ltd(002179) A-share restricted stock incentive plan (phase II) , the restricted shares that have not been unlocked for the incentive object of job transfer shall be repurchased and cancelled by the company at the grant price plus the interest calculated by the time deposit interest rate published by the people's Bank of China, that is, 23.43 yuan / share, plus the bank time deposit interest rate. For incentive objects who leave for personal reasons and whose personal performance appraisal does not meet the 100% unlocking requirements, the grant price is 23.43 yuan / share for repurchase and cancellation. The total repurchase amount is 1772467.55 yuan, and the source of funds is the company's own funds.
3、 Changes in share capital structure of the company after the repurchase and cancellation of some restricted shares
After the cancellation of this repurchase, the total share capital of the company will be reduced by 74669 shares. The changes in the company's share capital structure are as follows (only the changes in the current repurchase cancellation are considered):
Unit: shares
Before and after this change
Number of shares (share) proportion number of shares (share) proportion
1、 Restricted tradable shares 31804053.002 89%-74,669.0031,729,384.002. 88% / non tradable shares
Executive lock up shares 1711521.000 16%01,711,521.000. 16%
Equity incentive restricted shares 30092532.002 74%-74,669.0030,017,863.002. 73%
2、 Circulation without restrictions 1068141000.0097 11%01,068,141,000.0097. 12% shares
3、 Total number of shares 1099945053.00100 00%-74,669.001,099,870,384.00100. 00%
4、 The impact of the cancellation of some restricted shares in this repurchase on the company
After the cancellation of this repurchase, the total share capital of the company will be reduced from 1099945053 shares to
1099870384 shares, and the registered capital was correspondingly reduced from 1099945053 yuan to 1099870384 shares
Yuan. The total registered capital and share capital in the articles of association are correspondingly changed to 1099945053 million yuan and
1099870384 shares.
5、 Opinions of independent directors
After verification, a total of 7 incentive objects failed to reach 100% due to resignation, job transfer and personal performance appraisal
For reasons such as unlocking requirements, it does not comply with the company's A-share restricted stock incentive plan (phase II) (Draft)
Incentive conditions stipulated in the revised version). After verification, part of the company's stock repurchase and cancellation incentive plan has been cancelled
The restricted shares granted but not unlocked comply with the company's A-share restricted stock incentive plan (phase II)
(Revised Draft) and relevant laws and regulations, the reason, quantity and price of repurchase are legal
Compliance. The cancellation of this repurchase will not affect the continued implementation of the restricted stock incentive plan (phase II),
It will not affect the continuous operation of the company or damage the interests of the company and all shareholders. We agree to the company's return
Purchase and cancel some restricted stocks of incentive objects that do not meet the incentive conditions.
6、 Opinions of the board of supervisors
According to the administrative measures for equity incentive of listed companies and other laws and regulations and the company's A-share restricted stock
According to the relevant provisions of the revised draft of the incentive plan (phase II), due to the resignation and work of 7 incentive objects
Some restricted shares need to be repurchased and cancelled due to reasons such as transfer and personal performance appraisal failing to meet the 100% unlocking requirements
The board of supervisors verified the number and the list of incentive objects involved, and agreed to repurchase and cancel the granted incentive objects
74669 restricted shares not unlocked.
7、 Lawyer's opinion
The reason, quantity, price and other contents of the company's share repurchase and cancellation are in line with the measures for the administration of equity incentive of listed companies The Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) and the revised draft of A-share restricted stock incentive plan (phase II) of the company. The procedures performed by the company for the implementation of this share repurchase and cancellation comply with the administrative measures for equity incentive of listed companies and state-controlled listed companies Trial Measures for the implementation of equity incentive (domestic) and the revised draft of A-share restricted stock incentive plan (phase II) of the company The necessary authorization and approval have been obtained at this stage. The company still needs to obtain the approval of the general meeting of shareholders for the cancellation of this stock repurchase, fulfill the corresponding information disclosure obligations, go through relevant application procedures with Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., and reduce the registered capital of the company due to the cancellation of this stock repurchase, Perform the corresponding capital reduction procedures in accordance with the relevant provisions of the company law.
8、 Documents for future reference
1. Resolutions of the 19th meeting of the 6th board of directors of the company;
2. Resolutions of the 14th meeting of the 6th board of supervisors of the company;
3. Independent opinions of the company's independent directors on matters related to the 19th meeting of the sixth board of directors;
4. Beijing Jiayuan law firm
