Securities code: Xin Hee Co.Ltd(003016) securities abbreviation: Xin Hee Co.Ltd(003016) Announcement No.: 2022028 Xin Hee Co.Ltd(003016)
Announcement on the completion of the repurchase and cancellation of restricted shares granted under equity incentive
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.
Special tips:
1. The number of shares cancelled in this repurchase is 50000 shares, accounting for 0.0116% of the total share capital of 432358988 shares of the company before the repurchase.
2. The repurchase price of the restricted shares granted in this equity incentive is 4.46 yuan / share, and the repurchase cancellation was completed in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on March 10, 2022.
1、 Overview of the company’s restricted stock incentive plan
1. On January 12, 2021, the 12th meeting of the third board of directors of the company deliberated and approved the “2021 restricted stock incentive plan (Draft)” and its summary “,” measures for the administration of the implementation and assessment of 2021 restricted stock incentive plan “, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, The 10th meeting of the third board of supervisors of the company deliberated and adopted relevant proposals. 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.
2. On January 13, 2021, the 13th meeting of the third board of directors of the company deliberated and adopted the proposal on Revising the relevant contents of the restricted stock incentive plan in 2021, the restricted stock incentive plan in 2021 (Revised Draft) and its summary (hereinafter referred to as the “incentive plan (Revised Draft)” The board of supervisors and independent directors of the company expressed their opinions on the revised management measures for the implementation and evaluation of the restricted stock incentive plan in 2021 (Revised Version).
3. From January 14, 2021 to January 23, 2021, the company publicized the names and positions of the incentive objects first granted by the incentive plan on the internal bulletin board of the company. As of the expiration of the publicity period, the board of supervisors of the company has not received any objection or adverse feedback from anyone on the proposed incentive objects. On February 10, 2021, the board of supervisors of the company issued the statement on publicity and review opinions on the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021, and disclosed the self inspection report on insider information of the restricted stock incentive plan in 2021 and the purchase and sale of shares by incentive objects on the same day.
4. On February 22, 2021, the second extraordinary general meeting of the company in 2021 deliberated and passed the proposal on the 2021 restricted stock incentive plan (Revised Draft) and its summary, and the proposal on the measures for the implementation and assessment of the 2021 restricted stock incentive plan (Revised Draft) Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. 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.
5. On February 22, 2021, the 16th meeting of the third board of directors and the 12th meeting of the third board of supervisors deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. The board of supervisors of the company verified the list of incentive objects granted for the first time and expressed their consent, and the independent directors expressed their independent opinions.
6. On May 21, 2021, the company disclosed the announcement on the completion of the registration of the first grant of the restricted stock incentive plan in 2021. The company completed the registration of the first grant of the restricted stock incentive plan in 2021, and granted a total of 5.020 million restricted shares to 42 incentive objects. The listing date of the granted restricted shares is May 24, 2021.
7. On July 2, 2021, the company held the fifth meeting of the Fourth Board of directors and the second meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on repurchase, cancellation of some restricted shares and adjustment of repurchase price, and the independent directors of the company expressed their independent opinions on the proposal; On July 19, 2021, the company held the fifth extraordinary general meeting of shareholders to review and approve the proposal, agreed to adjust the initial grant price of restricted shares from 4.86 yuan / share to 4.46 yuan / share in 2021, and agreed to buy back and cancel 70000 restricted shares granted but not unlocked to one resignation incentive object, The registration procedures for cancellation of this repurchase have been completed on October 14, 2021.
8. On October 20, 2021, the company held the 10th meeting of the 4th board of directors and the 4th meeting of the 4th board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares, and the independent directors of the company expressed their independent opinions on the proposal; On December 20, 2021, the company held the seventh extraordinary general meeting of shareholders in 2021 to review and approve the proposal, agreeing that the company would repurchase and cancel 50000 restricted shares granted but not unlocked to one resignation incentive object. The registration procedures for this repurchase and cancellation were completed on March 10, 2022.
9. On December 2021, the announcement on the company’s reserved stock incentive plan was issued, and a total of 021.88 restricted shares were granted to the company on December 2021
The listing date of the shares is January 4, 2022.
10. On January 25, 2022, the company held the 15th meeting of the 4th board of directors and the 8th meeting of the 4th board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares, and the independent directors of the company expressed their independent opinions on the proposal; On February 18, 2022, the company held the second extraordinary general meeting of shareholders in 2022 to consider and approve the proposal, which agreed that the company would repurchase and cancel 20000 restricted shares granted to one resignation incentive object but not unlocked. The above repurchase and cancellation registration procedures are being handled. 2、 Cancellation of restricted shares in this repurchase
1. Reason and quantity of repurchase cancellation
Among the incentive objects first granted by the company’s restricted stock incentive plan in 2021, one equity incentive object resigned for personal reasons and no longer qualified for incentive. The company plans to repurchase and cancel 50000 restricted shares held by the incentive object that have been granted but have not been unlocked, The number of restricted shares cancelled in this repurchase accounts for 0.66% of the total number of restricted shares involved in this incentive plan and 0.01% of the total share capital of the company before repurchase and cancellation.
2. Description of repurchase price and adjustment
According to the relevant provisions of the incentive plan (Revised Draft), the company’s restricted stock repurchase price is 4.46 yuan / share.
3. Source of repurchase funds
The total amount of restricted shares repurchased and cancelled this time is 223000 yuan, all of which are the company’s own funds.
For details, please refer to securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo.com published by the company on October 22, 2021（ http://www.cn.info.com.cn. ）Announcement on repurchase and cancellation of some restricted shares (Announcement No.: p.2021104).
3、 Completion of the repurchase and cancellation of restricted shares
The number of shares cancelled in this repurchase is 50000 shares, accounting for 0.0116% of the total share capital of the company before the repurchase. After the completion of this repurchase and cancellation, the total share capital of the company is 432308988 shares. The general accounting firm issued the special matter of share repurchase (czyz No. [20201z03]). After examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the cancellation of the above restricted shares of the company has been completed on March 10, 2022.
The cancellation of this repurchase complies with relevant laws, administrative regulations, departmental rules, normative documents, articles of association, incentive plan (Revised Draft) and relevant provisions.
4、 Statement of changes in the company’s equity structure after the cancellation of this repurchase
Before and after this change
Class of shares
Number of shares (shares) proportion (%)
1、 Shares with limited sales conditions 28676428866.33% – 5 China National Accord Medicines Corporation Ltd(000028) 671428866.32%
Initial restricted shares 28107200065.01% 028107200065.02%
Equity incentive restricted shares 56922881.32% – 5 Shenzhen Wongtee International Enterprise Co.Ltd(000056) 422881.31%
2、 Shares without sale conditions 14559470033.67% 014559470033.68%
3、 Total shares 432358988100.00% – 50000432308988100.00%
Note: the difference in mantissa between the sum of the above total and each detailed number is caused by rounding
5、 Impact of the repurchase and cancellation of restricted shares on the company
The repurchase and cancellation of some restricted shares will not have an impact on the company’s operating performance, nor will it
Affect the diligence of the company’s management team. The management team of the company will continue to earnestly perform their duties and serve the shareholders
Create value.
It is hereby announced.
Xin Hee Co.Ltd(003016) board of directors
March 12, 2022
