Securities code: 002157 securities abbreviation: Jiangxi Zhengbang Technology Co.Ltd(002157) Announcement No.: 2021-261 bond Code: 112612 bond abbreviation: 17 Zhengbang 01
Bond Code: 128114 bond abbreviation: Zhengbang convertible bond
Jiangxi Zhengbang Technology Co.Ltd(002157) about
Announcement on repurchase and cancellation of some restricted shares in 2019
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.
On December 27, 2021, the 34th meeting of the sixth board of directors of Jiangxi Zhengbang Technology Co.Ltd(002157) (hereinafter referred to as “the company”) deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in 2019. The relevant matters are explained as follows:
1、 Brief description of stock incentive plan
(i) Brief description of restricted stock incentive plan in 2019
1. On December 25, 2019, the company held the second meeting of the sixth board of directors and the first meeting of the sixth board of supervisors respectively, and deliberated and adopted the
<公司 2019 年限制性股票激励计划（草案）>
And its summary
<公司 2019 年限制性股票激励计划实施考核管理办法>
Proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2019, and the independent directors of the company expressed their independent opinions on the incentive plan. The board of supervisors of the company issued review opinions on the company’s 2019 restricted stock incentive plan (Draft) and the list of incentive objects of the incentive plan.
2. From December 26, 2019 to January 4, 2020, the company publicized the names and positions of the list of incentive objects to be granted under the incentive plan. During the publicity period, the board of supervisors did not receive any objection to the company’s proposed incentive objects. The board of supervisors of the company checked the list of incentive objects granted for the first time in the incentive plan in combination with the publicity, and disclosed the verification opinions and publicity description of the list of incentive objects granted for the first time in the company’s 2019 restricted stock incentive plan on January 7, 2020.
3. On January 10, 2020, the company held the first extraordinary general meeting of shareholders in 2020 and deliberated and adopted the
<公司 2019 年限制性股票激励计划（草案）>
And its summary
<公司 2019 年限制性股票激励计划实施考核管理办法>
The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2019 restricted stock incentive plan, and disclosed the self inspection report on the trading of the company’s shares by insiders of the 2019 restricted stock incentive plan, The company conducted a self-examination on the trading of the company’s shares by insiders within 6 months before the announcement of the incentive plan, and found that the insiders did not use the insider information related to the incentive plan for stock trading.
4. On January 20, 2020, the company held the third meeting of the sixth board of directors and the second meeting of the sixth board of supervisors respectively, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time, and agreed to grant 52480000 restricted shares to 1391 incentive objects for the first time on January 20, 2020, The grant price is 7.56 yuan / share. The independent directors of the company have expressed independent opinions on relevant matters, and the board of supervisors has verified the list of incentive objects granted with restricted shares and expressed their consent.
5. On March 2, 2020, the company held the fifth meeting of the sixth board of directors and the third meeting of the sixth board of supervisors respectively, deliberated and adopted the proposal on granting restricted shares to the incentive object whose grant was suspended, and agreed to grant 150000 restricted shares to Mr. Wang Yonghong, the incentive object whose grant was suspended, with March 2, 2020 as the grant date, The grant price is 7.56 yuan / share. The independent directors of the company have expressed independent opinions on relevant matters, and the board of supervisors has verified the list of incentive objects granted with restricted shares and expressed their consent.
6. On March 8, 2020 and March 16, 2020, the company completed the registration procedures for 1271 persons granted for the first time and suspended the grant, totaling 49.37 million restricted shares in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., and the final grant price was 7.56 yuan / share.
7. On May 21, 2020, the company held the 7th Meeting of the 6th board of directors and the 5th meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on adjusting the exercise price of stock options and the repurchase price of restricted shares. Since the company implemented the 2019 equity distribution in May 2020, after deliberation by the board of directors, Agree to adjust the repurchase price of restricted shares. After this adjustment, the repurchase price of restricted shares that have not lifted the restrictions on sale for the first time granted by the restricted stock incentive plan in 2019 shall be adjusted from 7.56 yuan / share to 7.49 yuan / share;
The proposal on repurchase and cancellation of some restricted shares in 2017, 2018 and 2019 was considered and adopted, The board of directors of the company has decided to repurchase and cancel all 200000 restricted shares granted but not yet lifted for 7 resigned personnel (all objects granted for the first time). The company has handled matters related to repurchase and cancellation in accordance with the relevant provisions of the restricted stock incentive plan.
8. On July 2, 2020, the company held the 10th meeting of the 6th board of directors and the 8th meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, and agreed to grant 5370 million reserved restricted shares to 260 incentive objects on July 2, 2020, The grant price is 9.08 yuan / share. The independent directors of the company have expressed independent opinions on relevant matters, and the board of supervisors has verified the list of incentive objects granted with restricted shares and expressed their consent.
9. On August 10, 2020, the company held the 11th meeting of the 6th board of directors and the 9th meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in 2017, 2018 and 2019, The board of directors of the company has decided to grant a total of 350000 restricted shares granted but not yet lifted to 14 resigned personnel (all objects of initial grant) for repurchase and cancellation. The company has handled matters related to repurchase and cancellation in accordance with the relevant provisions of the restricted stock incentive plan.
10. On August 27, 2020, the company held the 13th meeting of the 6th board of directors and the 11th meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in 2019, The board of directors of the company has decided to repurchase and cancel all 190000 restricted shares granted but not lifted for the first time by the four resigned personnel (all objects granted for the first time). The company has handled matters related to repurchase and cancellation in accordance with the relevant provisions of the restricted stock incentive plan.
11. On September 18, 2020, the company has completed the reservation and grant registration of restricted shares in 2019 in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. During the award of this incentive plan, 50 incentive objects voluntarily give up all or part of the restricted shares to be granted for personal reasons (including 48 people giving up all and 2 people giving up part). Therefore, the actual number of restricted shares granted by the company is adjusted from 260 to 212, and the number of restricted shares granted is adjusted from 5370000 to 4620000.
12. On October 19, 2020, the company held the 15th meeting of the 6th board of directors and the 12th meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in 2018 and 2019, The board of directors of the company decided to grant a total of 980000 shares (all restricted shares of which the sales restriction has not been lifted) to 18 resigned employees for repurchase and cancellation. The company has handled matters related to repurchase and cancellation in accordance with the relevant provisions of the restricted stock incentive plan.
13. On February 25, 2021, the company held the 23rd Meeting of the 6th board of directors and the 17th meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in 2018 and 2019, and the board of directors of the company decided to punish 103 resigned The total number of incentive objects who fail to meet the assessment or do not meet the company’s incentive conditions for other reasons is 2078500 shares (87 for the first time, 1768500 shares in total, and 16 reserved 310000 shares in total) all or part of the restricted shares that have been granted but have not been lifted shall be repurchased and cancelled. The company has handled matters related to repurchase and cancellation in accordance with the relevant provisions of the restricted stock incentive plan. The board of supervisors and independent directors of the company have expressed their opinions on the above matters, and Jiangxi Huabang law firm has Legal opinions have been issued on the above related matters.
14. On June 9, 2021, the company held the 28th meeting of the 6th board of directors and the 20th meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on adjusting the exercise price of stock options and the repurchase price of restricted shares. Since the company implemented the equity distribution in 2020 in June 2021, after deliberation by the board of directors, Agree to adjust the repurchase price of restricted shares. After this adjustment, the repurchase price of restricted shares that have not been released for the first time under the restricted stock incentive plan in 2019 shall be adjusted from 7.49 yuan / share to 6.79 yuan / share, and the repurchase price of restricted shares that have not been unlocked under the reserved grant shall be adjusted from 9.08 yuan / share to 8.38 yuan / share.
15. On June 21, 2021, the company held the 29th meeting of the sixth board of directors and the 21st Meeting of the sixth board of supervisors respectively, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in 2018, 2019 and 2021, The board of directors of the company has decided to grant a total of 1630000 shares to 95 leavers (including 81 persons for the first time, 1400000 shares in total; 14 persons reserved, 230000 shares in total) all restricted shares granted but not yet lifted shall be repurchased and cancelled. The company will handle matters related to repurchase and cancellation in accordance with the relevant provisions of the restricted stock incentive plan. The board of supervisors and independent directors of the company expressed their opinions on the above matters, and Jiangxi Huabang law firm The company has issued legal opinions on the above related matters. 16. On August 30, 2021, the company held the 30th meeting of the 6th board of directors and the 22nd Meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in 2019 and 2021, The board of directors of the company decided to grant a total of 2885000 shares to 151 leavers (121 persons for the first time, 2295000 shares in total; 30 persons reserved, 590000 shares in total) all restricted shares granted but not yet lifted shall be repurchased and cancelled. The company will handle matters related to repurchase and cancellation in accordance with the relevant provisions of the restricted stock incentive plan. The board of supervisors and independent directors of the company expressed opinions on the above matters, and Jiangxi Huabang law firm The company has issued legal opinions on the above related matters.
17. On December 27, 2021, the company held the 34th meeting of the 6th board of directors and the 26th meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in 2019, The board of directors of the company has decided to give a total of 2127500 shares to 134 leavers (including 102 persons for the first time, totaling 1842500 shares; 32 persons reserved, totaling 285000 shares) all restricted shares granted but not yet lifted shall be repurchased and cancelled. The company will handle matters related to repurchase and cancellation in accordance with the relevant provisions of the restricted stock incentive plan. The board of supervisors and independent directors of the company expressed opinions on the above matters, and Jiangxi Huabang law firm The company has issued legal opinions on the above related matters.
2、 The reason, quantity, price and capital source of the repurchase and cancellation of restricted shares
(i) Repurchase and cancellation of restricted shares in 2019
1. Reasons for cancellation of restricted stock repurchase
According to the relevant provisions of the company’s restricted stock incentive plan in 2019: since 102 restricted shares of the company are granted to incentive objects for the first time (102 persons such as Huang Jie, Wang Tianzheng, Wang Meng, Wang rentao and Zhang Qingshan, a total of 1842500 shares); 32 incentive objects are reserved (Huang Shihao, Liu Jiafeng, Li Zongyu, he Zuo, Huang Zhuping, 32 persons, totaling 285000 shares) the termination of the labor contract with the company or other reasons has not met the incentive conditions. The board of directors of the company decided to repurchase and cancel a total of 2127500 shares of all the restricted shares granted but not lifted.
2. Repurchase quantity and price of restricted shares
On June 9, 2021, the company held the 28th meeting of the 6th board of directors and the 20th meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on adjusting the exercise price of stock options and the repurchase price of restricted shares. After adjustment, the repurchase price of the restricted shares that have not been unlocked for the first time granted by the company’s restricted stock incentive plan in 2019 shall be adjusted from 7.49 yuan / share to 6.79 yuan / share, and the repurchase price of the reserved restricted shares that have not been unlocked shall be adjusted from 9.08 yuan / share to 8.38 yuan / share.
The number of restricted shares granted for the first time by the company in this repurchase is 1842500 shares, accounting for 3.73% of the number granted for the first time and 0.059% of the total share capital of the company. The repurchase price is 6.79 yuan / share; Repurchase reserve grant
