Securities code: Fiyta Precision Technology Co.Ltd(000026) 200026 securities abbreviation: Fiyta Precision Technology Co.Ltd(000026) Fiyta Precision Technology Co.Ltd(000026) B Announcement No.: 2022014
Fiyta Precision Technology Co.Ltd(000026)
On repurchase and cancellation of 2018 A-share restricted stock incentive plan (phase II)
Announcement of some restricted stocks
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Fiyta Precision Technology Co.Ltd(000026) (hereinafter referred to as “the company”) 2018 A-share restricted stock incentive plan (phase II) was granted on January 29, 2021 and is still in the lock up period. Recently, due to the resignation of two original incentive objects of the company’s 2018 A-share restricted stock incentive plan (phase II), according to the provisions of the 2018 A-share restricted stock incentive plan (phase II) (Draft), the company now plans to 250000 A-share restricted shares that have been granted but have not been lifted shall be repurchased and cancelled. The relevant matters are explained as follows:
1、 Overview of the company’s 2018 A-share restricted stock incentive plan (phase II)
1. On December 4, 2020, the company held the 23rd Meeting of the 9th board of directors and the 20th meeting of the 9th board of supervisors, deliberated and adopted the company’s 2018 A-share restricted stock incentive plan (phase II) (Draft) and its summary and other relevant proposals. Independent directors expressed independent opinions on this. The board of supervisors issued verification opinions. The lawyer gave corresponding legal opinions.
2. From December 7 to December 16, 2020, the company publicized the names and positions of the incentive objects of the incentive plan on the internal office network. As of the expiration of the publicity period, the company has not received any objection and found that the incentive object does not meet the relevant qualifications. 3. On December 15, 2020, the company received the reply on the second grant scheme of Fiyta Precision Technology Co.Ltd(000026) restricted stock incentive plan (Zi [2020] No. 35) from AVIC. AVIC agreed to implement the incentive plan in principle.
4. On December 31, 2020, the board of supervisors of the company checked the list of incentive objects in the incentive plan in combination with the publicity and issued verification opinions. It is considered that the incentive objects listed in the incentive plan meet the conditions specified in relevant laws and regulations, and their subject qualification as incentive objects in the incentive plan is legal and effective.
5. On January 6, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the company’s 2018 A-share restricted stock incentive plan (phase II) (Draft) and its summary and other relevant proposals. The general meeting of shareholders approved the incentive plan and authorized the board of directors to handle matters related to the incentive plan.
6. On January 7, 2021, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the company’s 2018 A-share restricted stock incentive plan (phase II), It is not found that the verification object uses the relevant inside information of the incentive plan to buy and sell stocks or divulges the relevant inside information of the incentive plan. 7. On January 15, 2021, the company held the 25th meeting of the 9th board of directors and the 22nd Meeting of the 9th board of supervisors, deliberated and approved the proposal on granting restricted shares to the incentive objects of the company’s 2018 A-share restricted stock incentive plan (phase II) and other relevant proposals, and granted 7.66 million A-share restricted shares to 135 incentive objects, Accounting for 1.79% of the total share capital of the company before the registration of this stock grant. Independent directors expressed independent opinions on this. The board of supervisors issued verification opinions. The lawyer gave corresponding legal opinions. On January 29, 2021, the above A-share restricted shares have been registered and listed.
8. On February 4, 2021, the 26th meeting of the 9th board of directors and the 23rd Meeting of the 9th board of supervisors of the company considered and approved the proposal on repurchase and cancellation of some restricted shares in the 2018 A-share restricted stock incentive plan (phase II). The company plans to buy back and cancel some restricted shares held by a former incentive object who resigned 150000 A-share restricted shares that have been granted but have not been lifted shall be repurchased and cancelled, and the repurchase price is 7.60 yuan / share. Independent directors expressed independent opinions on this. The board of supervisors issued verification opinions. The lawyer gave corresponding legal opinions. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
9. On February 24, 2021, the second extraordinary general meeting of shareholders of the company in 2021 was held, and the proposal on repurchase and cancellation of some restricted shares in the 2018 A-share restricted stock incentive plan (phase II), submitted at the 26th meeting of the ninth board of directors, was deliberated and approved. The company held 150000 A-share restricted shares that have been granted but have not been lifted shall be repurchased and cancelled, and the repurchase price is 7.60 yuan / share. On February 25, 2021, the company disclosed the announcement on repurchase and cancellation of some restricted shares, reduction of registered capital and notification to creditors.
10. On April 12, 2021, the 28th meeting of the 9th board of directors and the 25th meeting of the 9th board of supervisors of the company considered and approved the proposal on repurchase and cancellation of some restricted shares in the 2018 A-share restricted stock incentive plan (phase II). The company plans to buy back and cancel some restricted shares held by 3 former incentive objects who leave the company 120000 A-share restricted shares that have been granted but have not been lifted shall be repurchased and cancelled, and the repurchase price is 7.60 yuan / share. Independent directors expressed independent opinions on this. The board of supervisors issued verification opinions. The lawyer gave corresponding legal opinions. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
11. On May 7, 2021, the 2020 annual general meeting of shareholders of the company was held, and the proposal on repurchase and cancellation of some restricted shares in the 2018 A-share restricted stock incentive plan (phase II) submitted at the 28th meeting of the ninth board of directors was reviewed and approved. The company held a total of 120000 A-share restricted shares that have been granted but have not been lifted shall be repurchased and cancelled, and the repurchase price is 7.60 yuan / share. On May 8, 2021, the company disclosed the announcement on repurchase and cancellation of some restricted shares, reduction of registered capital and notification to creditors.
12. On June 11, 2021, the 30th meeting of the ninth board of directors and the 26th meeting of the ninth board of supervisors of the company were held, and the proposal on repurchase and cancellation of some restricted shares in the 2018 A-share restricted stock incentive plan (phase II) was deliberated and approved. The company plans to buy back and cancel some restricted shares held by one former incentive object who resigned 100000 A-share restricted shares that have been granted but have not been lifted shall be repurchased and cancelled, and the repurchase price is 7.20 yuan / share. Independent directors expressed independent opinions on this. The board of supervisors issued verification opinions. The lawyer gave corresponding legal opinions. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
13. On July 1, 2021, the third extraordinary general meeting of shareholders of the company in 2021 was held, and the proposal on repurchase and cancellation of some restricted shares in the 2018 A-share restricted stock incentive plan (phase II), submitted at the 30th meeting of the ninth board of directors, was deliberated and approved. The company held 100000 A-share restricted shares that have been granted but have not been lifted shall be repurchased and cancelled, and the repurchase price is 7.20 yuan / share. On July 2, 2021, the company disclosed the announcement on repurchase and cancellation of some restricted shares, reduction of registered capital and notification to creditors.
14. On August 18, 2021, the 32nd meeting of the 9th board of directors and the 28th meeting of the 9th board of supervisors of the company considered and approved the proposal on repurchase and cancellation of some restricted shares in the 2018 A-share restricted stock incentive plan (phase II). The company plans to buy back and cancel the shares held by the two former incentive objects who left the company 110000 A-share restricted shares that have been granted but have not been lifted shall be repurchased and cancelled, and the repurchase price is 7.20 yuan / share. Independent directors expressed independent opinions on this. The board of supervisors issued verification opinions. The lawyer gave corresponding legal opinions. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
15. On September 8, 2021, the fourth extraordinary general meeting of shareholders of the company in 2021 was held, and the proposal on repurchase and cancellation of some restricted shares in the 2018 A-share restricted stock incentive plan (phase II) submitted at the 32nd meeting of the ninth board of directors was reviewed and approved. The company held 110000 A-share restricted shares that have been granted but have not been lifted shall be repurchased and cancelled, and the repurchase price is 7.20 yuan / share. On September 9, 2021, the company disclosed the announcement on repurchase and cancellation of some restricted shares, reduction of registered capital and notification to creditors.
16. On March 8, 2022, the sixth meeting of the 10th board of directors and the fourth meeting of the 10th board of supervisors of the company were held, and the proposal on repurchase and cancellation of some restricted shares in the 2018 A-share restricted stock incentive plan (phase II) was deliberated and approved. The company plans to buy back and cancel some restricted shares held by the two former incentive objects who resigned 250000 A-share restricted shares that have been granted but have not been lifted shall be repurchased and cancelled, and the repurchase price is 7.20 yuan / share. Independent directors expressed independent opinions on this. The board of supervisors issued verification opinions. The lawyer gave corresponding legal opinions. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Reasons for cancellation of A-share restricted shares in this repurchase
Due to the resignation of Mr. Chen Zhuo and Mr. Ma Yinghuan, the original incentive objects of the company’s 2018 A-share restricted stock incentive plan (phase II), according to the provisions of the 2018 A-share restricted stock incentive plan (phase II) (Draft), they have not met the incentive conditions and are held by the company for the two original incentive objects 250000 A-share restricted shares that have been granted but have not been lifted shall be repurchased and cancelled.
3、 Quantity, price and capital source of this repurchase
1. Repurchase quantity
The company plans to buy back and cancel 250000 A-share restricted shares held by two former incentive objects who resigned, accounting for 0.06% of the total share capital of the company before the buyback.
2. Repurchase price and pricing basis
According to section 12 of the company’s 2018 A-share restricted stock incentive plan (phase II) (Draft), if it is necessary to repurchase and cancel, the company shall repurchase and cancel the corresponding shares at the lower of the grant price and the closing price of the company’s shares on the trading day before the repurchase.
In view of the fact that the company has implemented the equity distribution in 2020 during the lock up period of A-share restricted shares, according to the provisions of the 2018 A-share restricted stock incentive plan (phase II) (Draft), the repurchase price of the company’s unlocked A-share restricted shares has been adjusted to 7.20 yuan / share.
Therefore, the company plans to repurchase 250000 A-share restricted shares held by the above original incentive objects at the grant price of 7.20 yuan / share, plus the undistributed cash dividend in 2020 and the interest calculated by the time deposit interest rate published by the people’s Bank of China, the total repurchase funds required this time are 193039853 yuan.
3. Source of repurchase funds
The total repurchase funds required this time are 193039853 yuan, all of which are the company’s own funds.
4、 Changes in share capital structure after the cancellation of this repurchase
Before and after this change
Quantity (share) proportion (share) quantity (share) proportion
1、 Shares with limited sales conditions 101354842.38% – 250 Huagong Tech Company Limited(000988) 54842.32% (including executive lock-in shares)
2、 Shares without sale conditions 41591553197.62% 041591553197.68%
3、 Total number of shares 426051015100.00% – 25 Shenzhen Centralcon Investment Holding Co.Ltd(000042) 5801015100.00%
This repurchase and cancellation will reduce the total number of shares of the company by 250000 shares, and the equity distribution of the company still meets the listing conditions. The final data shall be subject to the equity structure table of listed companies issued by Shenzhen Branch of China Securities Depository and Clearing Corporation. The company will go through the formalities for the change of registered capital in accordance with relevant regulations.
5、 Impact of this repurchase cancellation on the company’s performance
The company repurchases and cancels some A-share restricted shares with its own funds. The repurchase price and repurchase quantity comply with the provisions of the company’s 2018 A-share restricted stock incentive plan (phase II) (Draft). The repurchase uses less funds, which will not affect the company’s financial status and operating results, nor the enthusiasm and stability of the company’s management team.
6、 Independent opinions of independent directors
We believe that the company’s proposed repurchase and cancellation of some A-share restricted shares complies with the relevant provisions of the measures for the administration of equity incentive of listed companies and the company’s 2018 A-share restricted stock incentive plan (phase II) (Draft), and will not damage
