Securities code: Jade Bird Fire Co.Ltd(002960) securities abbreviation: Jade Bird Fire Co.Ltd(002960) Announcement No.: 2022016 Jade Bird Fire Co.Ltd(002960)
Amendment of the articles of Association
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.
Jade Bird Fire Co.Ltd(002960) (hereinafter referred to as “the company”) held the 68th Meeting of the third board of directors on March 7, 2022, deliberated and adopted the proposal on changing the registered capital of the company and amending the articles of association. In view of the implementation of the company’s first stock option and restricted stock incentive plan in 2020 and the company’s equity distribution in 2020, the company’s share capital has changed, The board of directors agreed to change the registered capital of the company to RMB 34852377400 accordingly; In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the articles of association of listed companies (revised in 2022) and other relevant laws, regulations and normative documents, and in combination with the actual situation of the company, the board of directors agreed to amend some provisions of the articles of association. This matter needs to be submitted to the general meeting of shareholders for deliberation. The details are as follows:
1、 Changes in registered capital
(I) changes in shares of the company
1. Equity incentive
(1) On April 28, 2021, the company held the 48th meeting of the third board of directors and the 18th meeting of the third board of supervisors. According to the authorization of the company’s 2019 annual general meeting, the proposal on the achievement of exercise conditions of stock options in the first exercise period of the first stock option and restricted stock incentive plan in 2020 was deliberated and adopted The proposal on canceling the stock options granted but not exercised to some incentive objects of the first phase of stock option and restricted stock incentive plan in 2020, and the proposal on the achievement of lifting the restrictions during the first lifting period of restricted shares granted by the first phase of stock option and restricted stock incentive plan in 2020 are as follows:
According to the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of association and the first stock option and restricted stock incentive plan in 2020 (Revised Draft), the exercise conditions for the first exercise period of stock options set in the first stock option and restricted stock incentive plan in 2020 The conditions for lifting the restrictions on the sale of restricted shares in the first lifting period have been reached. Neither the company nor the incentive objects meet the exercise conditions. The performance assessment at the company level meets the exercise conditions. Some stock option incentive objects fail to reach 100% of the exercisable right and some restricted stock incentive objects fail to reach 100% unlocking. The company will cancel 38000 stock options that have been granted but do not meet the exercise conditions, This equity incentive plan grants stock options for the first time. The actual number of exercisable options in the first exercise period is 1.836 million, and the exercise period in the first exercise period is from May 19, 2021 to May 18, 2022; The company will repurchase and cancel 104400 shares of restricted shares granted but not unlocked that do not meet the conditions for lifting the restrictions. The actual number of shares that can be lifted in the first lifting period is 2379600. The listing and circulation date of restricted shares lifted this time is June 18, 2021.
(2) On May 14, 2021, the company held the 49th meeting of the third board of directors and the 19th meeting of the third board of supervisors. According to the authorization of the 2019 annual general meeting of shareholders, the proposal on granting reserved stock options and restricted shares to incentive objects was deliberated and approved, and the granting date of reserved stock options and restricted shares was determined to be May 14, 2021, 11712500 stock options were granted, with the exercise price of 28.91 yuan / share, and 1552500 restricted shares were granted, with the grant price of 19.27 yuan / share.
(3) On June 3, 2021, the company held the 52nd meeting of the third board of directors and the 21st Meeting of the third board of supervisors. According to the authorization of the company’s 2019 annual general meeting, the proposal on adjusting the number and price of relevant rights and interests granted and reserved for the first time in 2020 under the first phase of stock option and restricted stock incentive plan was deliberated and adopted, Whereas the 2020 equity distribution plan of the company will be implemented on June 4, 2021, in accordance with the measures for the administration of equity incentive of listed companies and the relevant provisions of the company’s 2020 first issue stock option and restricted stock incentive plan (Revised Draft), The company shall adjust the number of stock options and exercise prices, the number of restricted shares and grant / repurchase prices first granted and reserved for grant under the first phase of 2020 stock option and restricted stock incentive plan:
From June 4, 2021, the number of unexecuted shares of stock options granted for the first time has been adjusted from 4073071 to 5698510, of which the number of exercisable shares but unexecuted shares in the first exercise period has been adjusted from 1262071 to 1765725; The number of reserved stock options granted was adjusted from 1171250 to 1638660. The exercise price of stock options granted for the first time was adjusted from 18.64 yuan / share to 13.00 yuan / share; The exercise price of reserved granted stock options was adjusted from 28.91 yuan / share to 20.34 yuan / share. The registered number of restricted shares granted for the first time was adjusted from 6210000 shares to 8688223 shares; The number of restricted shares granted that do not meet the conditions for lifting the restrictions that the company intends to repurchase and cancel in the first restricted stock period of the first grant of restricted shares is adjusted from 104400 shares to 146063 shares; The number of restricted shares reserved for grant was adjusted from 1552500 shares to 2172056 shares. The repurchase price of restricted shares granted for the first time was adjusted from 12.33 yuan / share to 8.49 yuan / share; The grant / repurchase price of reserved restricted shares was adjusted from 19.27 yuan / share to 13.45 yuan / share.
(4) The company held the 60th meeting of the third board of directors and the 24th Meeting of the third board of supervisors on October 26, 2021, and the first extraordinary general meeting of shareholders in 2021 on November 12, 2021, respectively, which reviewed and approved the proposal on repurchase and cancellation of some restricted shares granted but not lifted, It is agreed that the company repurchases and cancels 146063 shares of restricted shares granted for the first time in the first phase of 2020 stock option and restricted stock incentive plan, and the repurchase price is adjusted to 8.49 yuan / share, plus the bank deposit interest in the same period on the date when the board of directors implements the repurchase and cancellation.
The company disclosed the announcement on repurchasing and cancelling some restricted shares and notifying creditors on November 13, 2021.
2. Equity distribution
On May 25, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on the company’s 2020 profit distribution plan. The 2020 equity distribution plan is: the company plans to distribute cash dividends of RMB 4.50 (including tax) to all shareholders for every 10 shares based on the total share capital of 246210000 shares on December 31, 2020, The total amount is 11079450000 yuan (including tax), without bonus shares. At the same time, 4 shares for every 10 shares were converted to all shareholders in the form of capital reserve, with a total of 98484000 shares. After the conversion, the total share capital of the company increased to 344694000 shares. If the share capital changes between the disclosure date of the annual report and the equity registration date of the profit distribution plan, it shall be distributed based on the total share capital on the equity registration date when the distribution plan is implemented, and in accordance with the principle of constant total distribution and adjustment of distribution proportion.
The equity registration date for the implementation of the equity distribution plan in 2020 is June 3, 2021, and the ex right and ex interest date is June 4, 2021. Due to the change of the total share capital of the incentive object exercise company, according to the principle of “the distribution proportion will be adjusted accordingly according to the principle of constant total distribution”, the adjusted profit distribution plan of the company is to distribute cash dividends of RMB 4489534 (including tax) to all shareholders for every 10 shares based on the total share capital of 246783929 shares that the company can participate in distribution. At the same time, the capital reserve shall be converted into share capital to all shareholders
East China shares increased by 3990697 shares for every 10 shares. Before the dividend, the total share capital of the company was 246783929 shares, and after the dividend, the total share capital increased to 345267917 shares.
(II) capital verification
Verified by zhongxinghua Certified Public Accountants (special general partnership) and issued the capital verification report (zxhyz [2021] No. 010061): as of June 24, 2021, the company has received the restricted and unlimited share funds paid by equity incentive objects, totaling RMB thirty-nine million nine hundred and twelve thousand one hundred and eighty-nine and seventy-six cents (¥ 3991218976). Among them, 57392900 exercise funds paid by 31 incentive objects of stock options are received, totaling RMB ten million six hundred ninety-eight thousand thirty-six point fifty-six (¥ 1069803656), of which RMB five hundred seventy-three thousand nine hundred and twenty-nine (¥ 57392900) is included in the share capital, Included in capital reserve: RMB ten million one hundred and twenty-four thousand one hundred and seven point fifty-six (¥ 1012410756); The total amount of 2172056 shares paid by 16 incentive objects granted restricted shares is RMB twenty-nine million two hundred and fourteen thousand one hundred and fifty-three and twenty cents (¥ 2921415320), including the capital stock of RMB two million one hundred and seventy-two thousand and fifty-six (¥ 217205600), The capital contribution of the shareholders is RMB twenty-seven million four hundred thousand yuan (RMB twenty-seven million nine hundred thousand yuan), all of which are included in the capital of the shareholders.
As of June 24, 2021, the cumulative registered capital after the change is 34743997300 yuan and the share capital is 34743997300 yuan after the stock option exercise of the incentive plan in May 2021 and the reserved granting of restricted shares, the capital reserve is transferred to all shareholders in June 2021 and the incentive objects of the reserved granting of restricted shares pay in full.
Upon verification by zhongxinghua Certified Public Accountants (special general partnership) and issuance of capital verification report (zxhyz [2022] No. 010001): from June 1, 2021 to January 5, 2022, the company has received 122986400 share exercise payment paid by 30 stock option incentive objects, totaling RMB fifteen million nine hundred and eighty-eight thousand two hundred and thirty-two (¥ 1598823200), Including the capital stock of RMB one million two hundred and twenty-nine thousand eight hundred and sixty-four yuan only (¥ 122986400) and the capital reserve of RMB fourteen million seven hundred and fifty-eight thousand three hundred and sixty-eight yuan only (¥ 1475836800). All shareholders contribute in currency. The company has repurchased and cancelled 146063 shares of restricted shares granted for the first time in the first phase of 2020 stock option and restricted stock incentive plan, and paid 126924856 yuan for the repurchase of restricted shares in currency.
After the exercise and cancellation of stock options under the incentive plan from June 1, 2021 to January 5, 2022
After the first grant of restricted shares in phase I, as of January 5, 2022, the cumulative registered capital after change is RMB 34852377400 and the share capital is RMB 34852377400.
2、 Amendments to the articles of Association
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the articles of association of listed companies (revised in 2022) and other relevant laws, regulations and normative documents, and in combination with the actual situation of the company, the board of directors agreed to amend some provisions of the articles of association, The revised articles of association and specific amendments are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements on. The change of registered capital and the amendment of the articles of association need to be submitted to the general meeting of shareholders for deliberation.
In addition, the company requests the general meeting of shareholders to authorize the board of directors or its authorized person to be fully responsible for handling all relevant procedures such as change registration and filing of articles of association involved in changing the registered capital and amending the articles of association with the company registration authority.
3、 Documents for future reference
1. Resolution of the 68th Meeting of the 3rd board of directors.
It is hereby announced.
Jade Bird Fire Co.Ltd(002960) board of directors
March 7, 2022
