Securities code: Shenzhen Sinovatio Technology Co.Ltd(002912) securities abbreviation: Shenzhen Sinovatio Technology Co.Ltd(002912) Announcement No.: 2022015 Shenzhen Sinovatio Technology Co.Ltd(002912)
Announcement on the unfulfilled conditions for the lifting of restrictions in the second lifting period of the restricted stock incentive plan in 2019 and the repurchase and cancellation of some 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 number of restricted shares to be repurchased and cancelled this time is 1238490. The repurchase price of restricted shares granted for the first time is 357125 yuan / share, and the repurchase price of restricted shares reserved for grant is 240900 yuan / share.
2. After the cancellation of this repurchase, the total share capital of the company will be reduced from 173070208 shares to 171831718 shares.
Shenzhen Sinovatio Technology Co.Ltd(002912) (hereinafter referred to as “the company” or “the company”) the fifth meeting of the third board of directors and the fourth meeting of the third board of supervisors deliberated and adopted the proposal on the unfulfilled lifting of restrictions in the second lifting period of restricted stock incentive plan in 2019 and the repurchase and cancellation of some restricted shares, As the performance assessment of the company in 2019, 2020 and 2021 did not meet the conditions for the lifting of restrictions in the second lifting period of the restricted stock incentive plan in 2019 (hereinafter referred to as the “incentive plan”), and 23 original incentive objects resigned for personal reasons, the board of directors of the company agreed to repurchase and cancel 1238490 restricted shares granted but not lifted, of which, The number of restricted shares held by 383 incentive objects that do not meet the conditions for lifting the restrictions is 1079718 shares, and the number of restricted shares held by 23 resigned employees is 158772 shares. Relevant matters are announced as follows:
1、 Overview of the implementation of restricted stock incentive plan
1. On December 16, 2019, the proposal on Shenzhen Sinovatio Technology Co.Ltd(002912) 2019 restricted stock incentive plan (Draft) and its summary and other relevant proposals were considered and adopted at the 8th meeting of the second board of directors and the 7th Meeting of the second board of supervisors. The independent directors of the company expressed their independent opinions on the matter, the independent financial consultant Shanghai Rongzheng Investment Consulting Co., Ltd. also issued an independent financial consultant report on the matter, and Beijing JUNHE (Shenzhen) law firm also issued a legal opinion on the matter.
2. On December 31, 2019, the company received the reply on matters related to Shenzhen Sinovatio Technology Co.Ltd(002912) implementing the 2019 restricted stock incentive plan issued by the controlling shareholder Shenzhen Innovation Investment Group Co., Ltd. (shenchuangxin letter [2019] No. 52). In principle, Shenzhen Innovation Investment Group Co., Ltd. agreed to implement the 2019 restricted stock incentive plan.
3. On April 9, 2020, the ninth meeting of the second board of directors and the eighth meeting of the second board of supervisors considered and adopted the proposal on Shenzhen Sinovatio Technology Co.Ltd(002912) 2019 restricted stock incentive plan (Revised Draft) and its summary and other relevant proposals. The independent directors of the company have expressed their independent opinions on relevant matters, the independent financial consultant Shanghai Rongzheng Investment Consulting Co., Ltd. has also issued an independent financial consultant report on this matter, and Beijing JUNHE (Shenzhen) law firm has also issued a legal opinion on this matter.
4. From April 9, 2020 to April 19, 2020, the company publicized the names and positions of the incentive objects in the company’s internal forum. During the publicity period, the board of supervisors of the company did not receive any objection against the incentive objects of the company. On April 21, 2020, the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects (after adjustment) first granted by the restricted stock incentive plan in 2019.
5. On April 27, 2020, the first extraordinary general meeting of the company in 2020 deliberated and approved the proposal on Shenzhen Sinovatio Technology Co.Ltd(002912) 2019 restricted stock incentive plan (Revised Draft) and its summary Proposal on the measures for the administration of the implementation and assessment of the restricted stock incentive plan in Shenzhen Sinovatio Technology Co.Ltd(002912) 2019 and proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive. On April 28, 2020, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the restricted stock incentive plan in 2019. The company conducted a self inspection on the trading of the company’s shares by insiders and incentive objects within 6 months before the announcement of the incentive plan, No insider or incentive object is found to have used the insider information related to the incentive plan to buy and sell the company’s shares or disclose the insider information.
6. On May 15, 2020, the 11th meeting of the second board of directors and the 10th meeting of the second board of supervisors respectively deliberated and approved the proposal on adjusting the list and number of incentive objects granted for the first time under the 2019 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company have expressed their independent opinions on relevant matters, the independent financial consultant Shanghai Rongzheng Investment Consulting Co., Ltd. has also issued an independent financial consultant report on this matter, and Beijing JUNHE (Shenzhen) law firm has also issued a legal opinion on this matter.
7. On June 15, 2020, the company disclosed the announcement on the completion of the registration of the first grant of the restricted stock incentive plan. The first grant date of the restricted stock incentive plan was May 15, 2020 and the listing date was June 18, 2020. The company granted 2324400 restricted shares to 328 objects at the grant price of 58.43 yuan / share.
8. On March 26, 2021, the 15th meeting of the second board of directors and the 14th meeting of the second board of supervisors respectively deliberated and adopted the proposal on adjusting the number of reserved shares in the 2019 restricted stock incentive plan and the proposal on granting reserved restricted shares to incentive objects. The independent directors of the company have expressed their independent opinions on relevant matters, the independent financial consultant Shanghai Rongzheng Investment Consulting Co., Ltd. has also issued an independent financial consultant report on this matter, and Beijing JUNHE (Shenzhen) law firm has also issued a legal opinion on this matter.
9. From March 29, 2021 to April 8, 2021, the company publicized the names and positions of the reserved incentive objects in the company’s internal forum.
During the publicity period, the board of supervisors of the company did not receive any objection against the incentive objects of the company. On April 10, 2021, the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects reserved and granted under the 2019 restricted stock incentive plan.
10. On April 28, 2021, the 16th meeting of the second board of directors and the 15th meeting of the second board of supervisors respectively deliberated and adopted the proposal on adjusting the repurchase price of some restricted shares granted for the first time in the 2019 restricted stock incentive plan and the proposal on repurchase cancellation of some restricted shares granted for the first time in the 2019 restricted stock incentive plan. The independent directors of the company have expressed their independent opinions on relevant matters, and Beijing JUNHE (Shenzhen) law firm has also issued a legal opinion.
11. On May 14, 2021, the company disclosed the announcement on the completion of the grant registration of the reserved part of the restricted stock incentive plan in 2019. The first grant date of the restricted stock incentive plan was March 26, 2021, and the listing date was May 18, 2021. The company granted 808000 restricted shares to 152 objects at the grant price of 24.49 yuan / share.
12. On June 30, 2021, the company disclosed the announcement on the completion of the repurchase and cancellation of some restricted shares. Since 22 original incentive objects among the incentive objects granted for the first time have resigned and no longer meet the conditions of the incentive objects in the incentive plan, the Company repurchased and cancelled 207360 restricted shares that have been granted but have not been released. On June 28, 2021, the company completed the repurchase cancellation procedures in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. After the cancellation of this repurchase, the total share capital of the company was changed from 175279040 shares to 175071680 shares.
13. On December 24, 2021, the fourth meeting of the third board of directors and the third meeting of the third board of supervisors deliberated and adopted the proposal on the failure of lifting the restrictions in the first lifting period of the restricted stock incentive plan in 2019 and the repurchase and cancellation of some restricted shares. The independent directors of the company expressed their independent opinions on relevant matters, Beijing JUNHE (Shenzhen) law firm also issued a legal opinion.
14. On February 25, 2022, the company disclosed the announcement on the completion of the repurchase and cancellation of some restricted shares. Due to the fact that the performance assessment of the company in 2019 and 2020 did not meet the conditions for the lifting of the restrictions in the first lifting period of the restricted stock incentive plan in 2019, and 52 original incentive objects resigned for personal reasons, 2001472 restricted shares that the company has been granted but has not yet been lifted shall be repurchased and cancelled. On February 23, 2022, the company completed the repurchase cancellation procedures in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. After the cancellation of this repurchase, the total share capital of the company was changed from 175071680 shares to 173070208 shares.
2、 Explanation on price adjustment of restricted stock repurchase
According to the provisions of the incentive plan, if the company repurchases or cancels restricted shares according to the provisions of the incentive plan, unless otherwise agreed in the incentive plan, the repurchase price is the grant price. After the restricted shares granted to the incentive object are registered, if the company has matters that affect the total amount of the company’s share capital or the company’s stock price, such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division of shares, the allotment or reduction of shares, and the distribution of dividends, the company shall adjust the repurchase price of the restricted shares that have not been lifted.
1. The 2019 annual general meeting of shareholders of the company deliberated and approved the proposal on 2019 annual profit distribution plan, which distributed a cash dividend of 6.50 yuan (including tax) to all shareholders for every 10 shares based on 109044400 shares of the company’s total share capital; At the same time, the capital reserve shall be used to increase 6 shares for every 10 shares to all shareholders; No bonus shares.
The company implemented and completed the above profit distribution plan on July 3, 2020. After the completion of the above profit distribution, the repurchase price of the restricted shares granted for the first time in the incentive plan shall be adjusted from 584300 yuan / share to 361125 yuan / share.
The proposal on the adjustment of share repurchase price per share in 2020 = (RMB 430.00 per share) / restricted dividend per share before 2020 was adopted, Based on the total share capital on the equity registration date of profit distribution in 2020, a cash dividend of 4.00 yuan (including tax) will be distributed to all shareholders for every 10 shares, no bonus shares will be given, and no accumulation fund will be converted into share capital. The company implemented and completed the above profit distribution plan on July 9, 2021. After the completion of the above profit distribution, the repurchase price of the restricted shares granted for the first time in the incentive plan shall be adjusted from 361125 yuan / share to 357125 yuan / share, and the repurchase price of the restricted shares reserved for grant shall be adjusted from 244900 yuan / share to 240900 yuan / share.
The formula for calculating the repurchase price of restricted shares granted for the first time: the adjusted repurchase price of restricted shares per share = (the repurchase price of restricted shares per share before adjustment is 361125 yuan / share – cash dividend per share is 0.4000 yuan)
The formula for calculating the repurchase price of restricted shares reserved for Grant: the adjusted repurchase price of restricted shares per share = (the repurchase price of restricted shares per share before adjustment is 244900 yuan / share – cash dividend per share is 0.4000 yuan)
3、 Reasons, quantity, price and source of funds for repurchase and cancellation of some restricted shares
(I) reasons and quantity of repurchase and cancellation of some restricted shares
1. According to the provisions on the company’s performance assessment requirements in “Chapter VIII conditions for granting restricted shares and conditions for lifting restrictions on sales” of the company’s Shenzhen Sinovatio Technology Co.Ltd(002912) 2019 restricted stock incentive plan (Revised Draft), the performance assessment objectives of the second lifting period are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
(1) The return on net assets in 2021 shall not be lower than 13.5% and not lower than the second 75th percentile of comparable listed companies in the same industry;
Lifting the sales restriction period (2) the average net profit growth rate of 2019, 2020 and 2021 shall not be less than 50% compared with that of 2018, and shall not be lower than the 75th percentile of comparable listed companies in the same industry;
(3) In 2021, the proportion of main business income in operating income shall not be less than 90%.
Note:
1. The above “net profit” and “net profit growth rate” do not consider the impact of share based payment fees of this and other incentive plans on net profit.
2. The average net profit of 2019, 2020 and 2021 in the above table compared with the net profit growth rate of 2018 = [(net profit of 2019)
