Securities code: Dayu Water-Saving Group Co.Ltd(300021) securities abbreviation: Dayu Water-Saving Group Co.Ltd(300021) Announcement No.: 2022031 bond Code: 123063 bond abbreviation: Dayu convertible bond
Dayu Water-Saving Group Co.Ltd(300021)
With regard to the announcement of repurchasing and canceling some restricted shares in the 2021 restricted stock incentive plan, the company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Dayu Water-Saving Group Co.Ltd(300021) (hereinafter referred to as “the company”) convened the 62nd (Interim) meeting of the 5th board of directors on March 8, 2022, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in the company’s 2021 restricted stock incentive plan. 565000 restricted shares are to be repurchased and cancelled this time, accounting for 3.53% of the total amount of restricted shares granted and about 0.07% of the current total share capital of the company, 859669029 shares. This proposal needs to be submitted to the general meeting of shareholders for deliberation. The relevant matters are explained as follows:
1、 Relevant approval procedures for 2021 restricted stock incentive plan
(I) on May 14, 2021, the 52nd (Interim) meeting of the 5th board of directors and the 31st (Interim) meeting of the 5th board of supervisors of the company deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the company’s measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021 and other proposals, The 52nd (Interim) meeting of the 5th board of directors also passed the proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021. The company has publicized the list of incentive objects within the company. After the expiration of the publicity period, the board of supervisors checked the list of incentive objects granted by the equity incentive plan and explained the publicity, The independent directors of the company expressed independent opinions on whether the equity incentive plan is conducive to the sustainable development of the company and whether there is any situation damaging the interests of the company and all shareholders.
(II) June 2, 2021, The second extraordinary general meeting of the company in 2021 deliberated and passed the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on submitting the general meeting of the company to authorize the board of directors to handle matters related to the 2021 restricted stock incentive plan 。 The company’s implementation of the restricted stock incentive plan in 2021 was approved, and the board of directors was authorized to determine the grant date, grant restricted shares to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant.
(III) on June 2, 2021, the 54th (Interim) meeting of the 5th board of directors of the company deliberated and approved the proposal on adjusting the grant price of restricted stock incentive plan in 2021 and the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed independent opinions on relevant matters and considered that the subject qualification of incentive objects was legal and effective, The determined grant date complies with relevant regulations. The board of supervisors verified the list of incentive objects granted restricted shares this time.
(IV) on June 10, 2021, the company completed the registration of restricted shares (fixed increase part) granted by the restricted stock incentive plan in 2021. On June 11, 2021, the company disclosed the announcement on the completion of the registration of the first grant of restricted shares (fixed increase part) of the restricted stock incentive plan in 2021. On June 16, 2021, the company’s 2021 restricted stock incentive plan granted restricted shares (repurchase part) to complete the registration. On June 17, 2021, the company disclosed the announcement on the completion of the registration of the first grant of restricted shares (repurchase part) of the restricted stock incentive plan in 2021.
(V) on March 8, 2022, the 62nd (Interim) meeting of the 5th board of directors and the 40th (Interim) meeting of the 5th board of supervisors considered and approved the proposal on repurchase and cancellation of some restricted shares of the company’s 2021 restricted stock incentive plan. The independent directors of the company expressed their independent opinions on the above proposal.
2、 Reason, quantity, repurchase price, source of funds and total amount of funds for repurchase cancellation
(I) reasons and quantity of repurchase cancellation
According to the provisions of the measures for the administration of equity incentive of listed companies and the company’s restricted stock incentive plan for 2021 (Draft), the incentive object leaves the company due to resignation, no renewal of the labor contract upon expiration, and the company layoffs. The restricted shares granted to the incentive object but not yet lifted shall not be lifted, and the company shall repurchase and cancel them according to the grant price.
In view of the fact that the four incentive objects granted restricted shares for the first time resigned for personal reasons and no longer qualified as incentive objects, the board of directors of the company decided to repurchase and cancel the 565000 restricted shares granted to the above four incentive objects but not lifted the restriction. The total number of restricted shares cancelled in this repurchase is 565000 shares, accounting for 3.53% of the total number of restricted shares granted, accounting for about 0.07% of the company’s current total share capital of 859669029 shares. (II) repurchase price
According to the company’s 2021 restricted stock incentive plan (Draft), the company’s repurchase price is the grant price. The repurchase price of restricted shares in this repurchase is 2.53 yuan / share.
(III) source and total amount of repurchase funds
The repurchase price paid by the company for the cancellation of this restricted stock repurchase is all the company’s own funds, and the total repurchase fund is 142945 yuan.
3、 Changes in share capital structure after the cancellation of this repurchase
Before and after this change
Class of shares number of shares (share) proportion minus number of shares (share) proportion
1. Shares with unlimited sales conditions 78826527991.69% 78826527991.75%
2. Shares with limited sales conditions 714037508.31% – 565 Citic Pacific Special Steel Group Co.Ltd(000708) 387508.25%
Of which: 58593750 shares issued through summary procedures 6.82% 585937506.82%
Equity incentive restricted shares 128100001.49% – 565000122450001.43%
3. Total shares 859669029100.00% – 565 Anhui Guofeng Plastic Industry Co.Ltd(000859) 104029100.00%
Note: 1. If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding; 2. This table is the preliminary calculation results of the company. The share capital structure after the cancellation of this repurchase is subject to the share change statement of Shenzhen Branch of China Securities Depository and Clearing Corporation.
4、 Impact of this repurchase cancellation on the company
1. Impact on the company’s restricted stock incentive plan in 2021
This repurchase and cancellation of some restricted shares will not affect the continuous implementation of the company’s restricted stock incentive plan, the incentive plan will continue to be implemented in accordance with the requirements of laws and regulations, and will not affect the diligence of the company’s management team.
2. Measures to deal with the granted shares of relevant incentive objects
For incentive objects that meet the conditions for lifting the restrictions, the cancellation of some restricted shares in this repurchase will not have any impact on their granted shares.
3. Corresponding accounting treatment
According to the relevant provisions of the accounting standards for Business Enterprises No. 11 – share based payment and the accounting standards for Business Enterprises No. 22 – recognition and measurement of financial instruments issued by the Ministry of finance, after the repurchase and cancellation of restricted shares, the liabilities recognized due to the repurchase obligation of this part of the company shall be reduced, the treasury shares and share capital shall be reduced accordingly, and the capital reserve shall be adjusted according to the difference.
4. Impact on the company’s performance
The repurchase and cancellation of some restricted shares will not have a material impact on the company’s financial status and operating performance.
5、 Verification opinions of the board of supervisors
After checking the repurchase and cancellation of restricted shares, the board of supervisors held that:
According to the relevant provisions of the measures for the administration of equity incentive of listed companies, the company’s 2021 restricted stock incentive plan (Draft) and the company’s measures for the administration of the implementation and assessment of the 2021 restricted stock incentive plan, in view of the fact that among the incentive objects granted restricted shares by the company’s 2021 restricted stock incentive plan, four incentive objects have resigned for personal reasons, It is agreed to repurchase and cancel the 565000 restricted shares granted to the above four incentive objects but not lifted, accounting for 3.53% of the total granted restricted shares and about 0.07% of the total share capital of the company at present.
6、 Opinions of independent directors
After review, the independent directors believe that the repurchase and cancellation of some restricted shares by the company complies with the provisions of the measures for the administration of equity incentive of listed companies, the company’s 2021 restricted stock incentive plan (Draft) and the company’s measures for the administration of the implementation and assessment of the 2021 restricted stock incentive plan. The procedures are legal and compliant, and do not harm the interests of the company and minority shareholders.
7、 Legal opinions issued by lawyers
Beijing Zhonglun law firm believes that this repurchase cancellation has fulfilled the necessary procedures at this stage and is in line with the relevant laws, regulations and normative documents such as the administrative measures and the relevant provisions of the incentive plan. The cancellation of this repurchase shall be deliberated and approved by the general meeting of shareholders of the company, and the company shall perform the corresponding information disclosure obligations and go through the procedures of share cancellation and capital reduction in accordance with the company law and relevant provisions. The reason, quantity, price and capital source of this repurchase cancellation comply with the relevant laws, regulations and normative documents such as the administrative measures and the relevant provisions of the incentive plan.
8、 Documents for future reference
1. Resolutions of the 62nd (Interim) meeting of the 5th board of directors;
2. Resolutions of the 40th (Interim) meeting of the 5th board of supervisors;
3. Independent opinions of independent directors on matters related to the 62nd (Interim) meeting of the Fifth Board of directors of the company;
4. Legal opinion of Beijing Zhonglun law firm on matters related to the repurchase and cancellation of some restricted shares under the 30 Yunda Holding Co.Ltd(002120) 21 restricted stock incentive plan.
It is hereby announced.
Dayu Water-Saving Group Co.Ltd(300021) board of directors March 9, 2022
