Securities code: Zhejiang Dayuan Pumps Industry Co.Ltd(603757) securities abbreviation: Zhejiang Dayuan Pumps Industry Co.Ltd(603757) Announcement No.: 2022015 Zhejiang Dayuan Pumps Industry Co.Ltd(603757)
Announcement on the implementation of equity incentive restricted stock repurchase and cancellation
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
● reasons for repurchase and cancellation: the four incentive objects in the first grant part of the 2020 restricted stock incentive plan (hereinafter referred to as the “incentive plan”) must repurchase and cancel a total of 87000 restricted shares that have been granted but have not been lifted because they no longer have the qualification to continue to participate in the company’s incentive plan as stipulated in the administrative measures for equity incentive of listed companies.
● relevant information about the cancellation of shares
Number of shares repurchased (shares) number of shares cancelled (shares) cancellation date
8700087000 March 14, 2022
1、 Decision making and information disclosure of this restricted stock repurchase and cancellation
1. On September 15, 2020, Zhejiang Dayuan Pumps Industry Co.Ltd(603757) (hereinafter referred to as “the company”) held the first extraordinary general meeting of shareholders in 2020, deliberated and 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 company’s 2020 restricted stock incentive plan. The board of directors of the company is authorized to repurchase and cancel the restricted shares of the incentive object that have not been lifted, and handle the matters such as amending the articles of association, changing the registered capital and handling the industrial and commercial registration of changes due to the repurchase and cancellation. For details, please refer to the relevant announcements (Announcement No.: 2020043) disclosed by the company in China Securities Journal, securities times and the website of Shanghai Stock Exchange on September 16, 2020.
2. On January 13, 2022, the company held the 8th meeting of the 3rd board of directors, deliberated and passed the proposal on repurchase and cancellation of some restricted shares: in view of the fact that the four incentive objects in the first grant part of the company’s 2020 restricted stock incentive plan (hereinafter referred to as “the incentive plan” and “the incentive plan”) have resigned for personal reasons, According to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the relevant provisions of the incentive plan, the above four persons no longer have the qualification of incentive objects, and the company decided to repurchase and cancel the 87000 restricted shares that have been granted but not lifted. For details, please refer to the relevant announcements (Announcement No.: 2022008) disclosed by the company in China Securities Journal, securities times and the website of Shanghai Stock Exchange on January 14, 2022.
3. On January 14, 2022, the company disclosed the announcement on repurchasing and canceling some restricted shares, reducing registered capital and notifying creditors on the websites of China Securities Journal, securities times and Shanghai Stock Exchange (Announcement No. 2022009). According to the company law of the people’s Republic of China and other relevant laws and regulations, If the company has not received the notice of the company’s intention to pay off its creditor’s rights or the relevant registration documents, it shall be effective within 45 days from the date of receiving the notice of the company’s intention to pay off its creditor’s rights or the relevant registration documents. During the reporting period, the company has not received any request from creditors to pay off debts or provide corresponding guarantee.
2、 Cancellation of this restricted stock repurchase
(I) reasons and basis for the repurchase and cancellation of restricted shares
According to the provisions of the company’s 2020 restricted stock incentive plan, if the incentive object leaves the company due to resignation, layoffs and other reasons, the restricted shares granted to the incentive object but not lifted shall not be lifted, and the company shall repurchase and cancel them according to the sum of the grant price and the interest on bank deposits in the same period.
In view of the fact that four of the first granted incentive objects in the incentive plan have resigned for personal reasons, the company has decided to repurchase and cancel the total 87000 restricted shares held by the above four persons that have been granted but have not been lifted.
(II) relevant personnel and quantity of this repurchase cancellation
The repurchase and cancellation of restricted shares involves 4 people, and a total of 87000 restricted shares are proposed to be repurchased and cancelled. After the repurchase and cancellation, the remaining equity incentive restricted shares are 2675000.
(III) repurchase cancellation arrangement
The company has opened a special securities account for repurchase (Account No.: b884115270) in China Securities Depository and Clearing Co., Ltd. Shanghai Branch (hereinafter referred to as “zhongdeng company”), and submitted an application for repurchase cancellation to zhongdeng company. It is expected that the restricted shares will be cancelled on March 14, 2022.
3、 Changes in the company’s share structure after repurchase and cancellation of restricted shares
Unit: shares
Before category change and after this change
Conditions of sale 267500000 shares limited
Shares with unlimited sales conditions 165544 Konka Group Co.Ltd(000016) 5544000
Total 168306000 – 87000168219000
4、 Description and commitment
The board of directors of the company explained that the decision-making procedures and information disclosure involved in the repurchase and cancellation of restricted shares comply with relevant laws and regulations, the provisions of the measures for the administration of equity incentive of listed companies, the company’s 2020 restricted stock incentive plan and the Zhejiang Dayuan Pumps Industry Co.Ltd(603757) 2020 restricted stock incentive plan agreement signed between the company and the incentive object, There is no situation that damages the legitimate rights and interests of the incentive object and the interests of creditors.
The company promises: the company has verified and guaranteed that the objects, number of shares, cancellation date and other information involved in the repurchase and cancellation of restricted shares are true, accurate and complete, has fully informed the relevant incentive objects of the repurchase and cancellation, and the relevant incentive objects have not expressed any objection to the repurchase and cancellation. In case of any dispute with relevant incentive objects due to the cancellation of this repurchase, the company will bear the relevant legal liabilities arising therefrom.
5、 Concluding observations of legal opinions
Our lawyers believe that the matters related to the repurchase and cancellation of some restricted shares comply with the relevant provisions of the administrative measures and the incentive plan (Draft). As of the date of issuance of this legal opinion, in addition to going through the formalities of capital reduction industrial and commercial change registration in accordance with the company law, the articles of association and relevant provisions, the repurchase and cancellation has fulfilled the procedures that should be performed at this stage.
6、 Online announcement attachment
Legal opinion of Shanghai jintiancheng law firm on matters related to Zhejiang Dayuan Pumps Industry Co.Ltd(603757) repurchase and cancellation of some restricted shares
It is hereby announced.
Zhejiang Dayuan Pumps Industry Co.Ltd(603757) board of directors March 10, 2022
