Securities code: Shennan Circuits Co.Ltd(002916) securities abbreviation: Shennan Circuits Co.Ltd(002916) Announcement No.: 2022015 Shennan Circuits Co.Ltd(002916)
About A-share restricted stock incentive plan (phase I)
Announcement on completion of repurchase and cancellation of restricted shares
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.
Special tips:
1. The company cancelled 22411 A-share restricted shares held by one former incentive object who resigned this repurchase, accounting for 0.0044% of the total share capital of the company before the repurchase.
2. After examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., some A-share restricted stock repurchase and cancellation matters of the company have been completed on March 10, 2022.
3. After the cancellation of this repurchase, the total share capital of the company was reduced from 512902752 shares to 512880341 shares Shennan Circuits Co.Ltd(002916) (hereinafter referred to as “the company”) held the 10th meeting of the third board of directors on November 29, 2021, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the A-share restricted stock incentive plan (phase I), and agreed that the company would buy back and cancel some restricted shares held by the original incentive objects in accordance with the regulations 22411 restricted shares that have been granted but have not been lifted shall be repurchased and cancelled. Relevant matters are hereby announced as follows:
1、 Overview of the company’s A-share restricted stock incentive plan (phase I)
On November 12, 2018, the company held the eighth meeting of the second board of directors and the sixth meeting of the second board of supervisors, deliberated and adopted the proposal on the long-term incentive plan (Draft) of the company’s A-share restricted shares and its summary The board of directors checked the list of incentive objects and independent directors gave independent opinions on matters related to the incentive plan. On December 26, 2018, the company held the ninth meeting of the second board of directors and the seventh meeting of the second board of supervisors, which were deliberated and adopted The proposal on the company’s A-share restricted stock long-term incentive plan (Revised Draft) and its summary, the proposal on the company’s A-share restricted stock incentive plan (phase I) (Revised Draft) and its summary, and the management measures for the assessment and implementation of the company’s A-share restricted stock incentive plan (revised draft). The board of supervisors checked the list of incentive objects; Independent directors have expressed independent opinions on matters related to the incentive plan; The lawyer issued a legal opinion on the incentive plan.
On January 5, 2019, the company disclosed the announcement on the approval of the first phase of restricted stock incentive plan by the state owned assets supervision and administration authority, and the company’s A-share restricted stock incentive plan (phase I) was approved by the state owned assets supervision and Administration Commission of the State Council.
On January 11, 2019, the company held the first extraordinary general meeting of shareholders in 2019, deliberated and approved the proposal on the company’s A-share restricted stock long-term incentive plan (Revised Draft) and its summary, and the proposal on the company’s A-share restricted stock incentive plan (phase I) (Revised Draft) and its summary Management measures for the assessment and implementation of the company’s A-share restricted stock incentive plan (Revised Version), proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s A-share restricted stock long-term incentive plan, proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s A-share restricted stock incentive plan (phase I).
On January 14, 2019, the company held the 10th meeting of the second board of directors and the 8th meeting of the second board of supervisors, deliberated and adopted the proposal on granting restricted shares to the incentive objects of the company’s A-share restricted stock incentive plan (phase I). The independent directors of the company expressed their independent opinions on this and believed that the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions; The lawyer issued a legal opinion on the grant of restricted shares.
On May 13, 2020, the company held the 22nd Meeting of the second board of directors and the 16th meeting of the second board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the A-share restricted stock incentive plan (phase I). The company plans to repurchase and cancel a total of 89040 restricted shares that have been granted but not lifted, The total repurchase fund is 2457610 yuan. The independent directors of the company issued independent opinions and the lawyers issued legal opinions.
On May 29, 2020, the company held the first extraordinary general meeting of shareholders in 2020, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the A-share restricted stock incentive plan (phase I).
On September 30, 2020, the company completed the repurchase and cancellation of 89040 shares of restricted shares held by the two incentive objects who have resigned and have been granted but not yet lifted the restriction on sales.
On December 30, 2020, the company held the 26th meeting of the second board of directors, deliberated and approved the proposal on the achievement of unlocking conditions in the first unlocking period of A-share restricted stock incentive plan (phase I), and agreed to handle unlocking related matters for 143 incentive objects who meet the unlocking conditions in accordance with the relevant provisions of the company’s incentive plan. The board of supervisors of the company checked the unlocking conditions, the independent directors expressed their independent opinions, and the lawyer issued a legal opinion on the achievement of unlocking conditions in the first unlocking period of restricted shares.
On February 1, 2021, 1536781 shares of the company’s A-share restricted stock incentive plan (phase I) applied for lifting the restrictions in the first unlocking period were listed and circulated.
On March 11, 2021, the company held the 27th meeting of the second board of directors and the 20th meeting of the second board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the A-share restricted stock incentive plan (phase I). The company plans to repurchase and cancel a total of 8964 restricted shares that have been granted but not lifted, The total repurchase fund is 24743032 yuan. The independent directors of the company issued independent opinions and the lawyers issued legal opinions.
On April 6, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the A-share restricted stock incentive plan (phase I).
On June 22, 2021, the company held the third meeting of the third board of directors and the third meeting of the third board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares of the A-share restricted stock incentive plan (phase I). The company plans to repurchase and cancel a total of 61631 restricted shares that have been granted but have not been lifted, The total repurchase fund is 170108345 yuan.
The independent directors of the company issued their independent opinions, and the lawyer issued a legal opinion.
On July 12, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the A-share restricted stock incentive plan (phase I).
On July 30, 2021, the company held the fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares of the A-share restricted stock incentive plan (phase I). The company plans to repurchase and cancel a total of 45943 restricted shares that have been granted but have not been lifted, The total repurchase fund is 126808039 yuan. The independent directors of the company issued their independent opinions, and the lawyer issued a legal opinion.
On October 18, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the A-share restricted stock incentive plan (phase I). On November 29, 2021, the company held the 10th meeting of the 3rd board of directors and the 7th Meeting of the 3rd board of supervisors, which deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the A-share restricted stock incentive plan (phase I). The company plans to repurchase and cancel 22411 restricted shares granted to one resignation incentive object but not lifted the restriction on sales, The total repurchase fund is 61857580 yuan. The independent directors of the company issued their independent opinions, and the lawyer issued a legal opinion.
2、 Description of cancellation of some restricted shares in this repurchase
(I) reasons for repurchase and cancellation of some restricted shares
Due to the resignation of one original incentive object, according to the provisions of the A-share restricted stock incentive plan (phase I) (Revised Draft), the original incentive object has not met the incentive conditions, and the company will repurchase and cancel the A-share restricted shares it holds, which have been granted but have not been lifted in accordance with the provisions.
(II) types and quantity of repurchased and cancelled shares
The shares to be repurchased and cancelled this time are RMB common shares granted by the company to the incentive objects in accordance with the A-share restricted stock incentive plan (phase I) (Revised Draft).
In January 2019, the company granted one original incentive object A-share restricted shares, totaling 20000 shares. In May 2019 and may 2020, the company implemented equity distribution in 2018 and 2019 respectively. The equity distribution plan in 2018 is: cash dividend of 7.50 yuan (including tax) for every 10 shares; The equity distribution plan for 2019 is: cash dividend of 11.50 yuan (including tax) for every 10 shares converted into 4 shares. Therefore, the A-share restricted shares held by the original incentive object increased from 20000 to 33600.
On February 1, 2020, 1536781 shares of the company’s A-share restricted stock incentive plan (phase I) applied for lifting the restrictions on sale in the first unlocking period, and 11189 restricted shares held by the original incentive object were lifted and listed for circulation.
The company plans to repurchase and cancel 22411 A-share restricted shares held by the former incentive object but not unlocked, accounting for 0.0044% of the total share capital of the company before repurchase.
(III) repurchase pricing basis and price
According to the provisions of the company’s A-share restricted stock incentive plan (phase I) (Revised Draft), if it is necessary to repurchase and cancel the restricted stock held by the incentive object due to the termination of the labor contract between the incentive object and the company, the company shall repurchase the restricted stock held by the incentive object at the grant price. On January 14, 2019, the company granted restricted shares to the incentive objects of the A-share restricted stock incentive plan (phase I), with the grant price of 46.37 yuan / share. After the equity distribution was implemented in 2018, the grant price of the company’s A-share restricted stock incentive plan (phase I) was adjusted from 46.37 yuan / share to 38.02 yuan / share; After the implementation of equity distribution in 2019, the grant price of the company’s A-share restricted stock incentive plan (phase I) will be adjusted from 38.02 yuan / share to 26.34 yuan / share; After the implementation of equity distribution in 2020, the grant price of the company’s A-share restricted stock incentive plan (phase I) was adjusted from 26.34 yuan / share to 25.39 yuan / share.
The company implemented equity distribution in 2018, 2019 and 2020 during the lock up period of A-share restricted shares. According to the provisions of the A-share restricted stock incentive plan (phase I) (Revised Draft), when the company makes cash dividends, the cash dividends that should be obtained by the incentive object for the restricted stock granted shall be collected by the company after withholding and paying personal income tax, and shall be returned to the incentive object when the restricted stock is unlocked; If the restricted shares cannot be unlocked, the company shall deduct the cash dividends received on behalf of the company and make corresponding accounting treatment when repurchasing the restricted shares in accordance with the provisions of this incentive plan.
Therefore, the total repurchase funds required for the company to repurchase 22411 restricted shares held by the above incentive objects are 61857580 yuan.
(IV) total amount and source of repurchase funds
The total repurchase funds required this time are 61857580 yuan, all of which are the company’s own funds.
3、 Completion of capital verification and repurchase cancellation
Lixin Certified Public Accountants (special general partnership) verified the cancellation of some restricted stock repurchase in the A-share restricted stock incentive plan (phase I) and issued Shennan Circuits Co.Ltd(002916) capital verification report (xksbz [2022] No. zi10030). After examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the cancellation of the above A-share restricted shares of the company was completed on March 10, 2022. The repurchase cancellation of the company complies with the relevant provisions of laws, administrative regulations, departmental rules, normative documents, articles of association, equity incentive plan, etc.
4、 Changes in the company’s share capital structure after the cancellation of this repurchase
Nature of shares before and after this change
Quantity (share) proportion (share) quantity (share) proportion
1、 Restricted shares 271055915.28% – 22411270831805.28%
2、 Shares without sale conditions 48579716194.72% 048579716194.72%
3、 Total share capital 512902752100% – 22411512880341100%
Note: 1. The total error of the above proportion is caused by rounding.
2. The final data shall be subject to the company’s share capital structure table issued by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch.
After the completion of the repurchase and cancellation of restricted shares, the total number of shares of the company will be reduced by 22411 shares, and the equity distribution of the company still has the upper limit
