Securities code: Avary Holding (Shenzhen) Co.Limited(002938) securities abbreviation: Avary Holding (Shenzhen) Co.Limited(002938) Announcement No.: 2022018 Avary Holding (Shenzhen) Co.Limited(002938)
Announcement on repurchasing and cancelling some restricted shares of the 2021 restricted stock incentive plan
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.
Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. (hereinafter referred to as “the company”) held the 17th meeting of the second board of directors and the 10th meeting of the second board of supervisors on March 16, 2022, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in the 2021 restricted stock incentive plan. The company agrees to repurchase and cancel 320000 restricted shares held by 10 resigned incentive objects who have been granted but have not yet been lifted. The relevant matters are hereby announced as follows:
1、 Relevant procedures performed in this incentive plan
1. On April 20, 2021, the company held the 11th meeting of the second board of directors, deliberated and adopted the proposal on Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. 2021 restricted stock incentive plan (Draft) and its summary The proposal on the measures for the administration of the implementation and assessment of the 2021 restricted stock incentive plan of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The independent directors of the company expressed independent opinions on this, and the lawyers issued corresponding legal opinions. On the same day, the company held the fifth meeting of the second board of supervisors, deliberated and adopted the proposal on Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. 2021 restricted stock incentive plan (Draft) and its summary Proposal on the administrative measures for the implementation and assessment of the 2021 restricted stock incentive plan of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. and proposal on verifying the list of incentive objects of the 2021 restricted stock incentive plan of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd..
2. The company publicizes the names and positions of the proposed incentive objects through its internal website, and the publicity period is from April 21, 2021 to April 30, 2021. At the expiration of the publicity period, the board of supervisors of the company did not receive any objection, and disclosed the explanation and verification opinions of the board of supervisors on the publicity of the list of incentive objects of the company’s restricted stock incentive plan in 2021 (Announcement No.: 2021030) on May 7, 2021.
3. On May 12, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. 2021 restricted stock incentive plan (Draft) and its summary, and the proposal on Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. 2021 restricted stock incentive plan implementation assessment management measures The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive approved the company’s restricted stock incentive plan in 2021. On the same day, it also disclosed the self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2021 (Announcement No.: 2021032).
4. Authorized by the general meeting of shareholders of the company, on June 15, 2021, the company held the 13th meeting of the second board of directors and the 7th Meeting of the second board of supervisors respectively, deliberated and passed the proposal on adjusting matters related to the incentive plan of restricted shares in 2021 and the proposal on granting restricted shares to incentive objects, The board of directors agreed to adjust the restricted stock incentive plan in 2021. The relevant matters are as follows: in view of the fact that 2 incentive objects do not have the qualification of incentive objects due to resignation, 11 incentive objects voluntarily give up the subscription of all restricted shares to be granted by the company for personal reasons, and 3 incentive objects voluntarily give up the subscription of some restricted shares to be granted by the company for personal reasons, Therefore, the incentive objects to be granted and the number of rights and interests to be granted in the company’s incentive plan were adjusted, and 10.085 million restricted shares were granted to 287 incentive objects. Due to the implementation of the annual equity distribution in 2020, the grant price of restricted shares was adjusted from 16.94 yuan / share to 16.44 yuan / share. At the same time, the board of directors of the company agreed that the grant date of restricted shares is June 15, 2021. The independent directors of the company have expressed independent opinions on the above matters, and the lawyers have issued corresponding legal opinions.
From the grant date of the incentive plan to the registration date, one incentive object voluntarily gave up the subscription of 40000 restricted shares to be granted by the company for personal reasons. The actual number of restricted shares granted by the company was adjusted from 10.085 million shares to 10.045 million shares, and the actual number of incentive objects was adjusted from 287 to 286, For details, please refer to Avary Holding (Shenzhen) Co.Limited(002938) “announcement on completion of grant registration of restricted stock incentive plan in 2021” (Announcement No.: 2021040) disclosed by the company on July 6, 2021.
5. Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. (hereinafter referred to as “the company”) held the 17th meeting of the second board of directors and the 10th meeting of the second board of supervisors on March 16, 2022, and deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in the 2021 restricted stock incentive plan. Up to now, 10 of the incentive objects of the company’s restricted stock incentive plan in 2021 have resigned for personal reasons and no longer meet the conditions for becoming incentive objects. In accordance with the company’s 2021 restricted stock incentive plan (Draft), the measures for the administration of the implementation and assessment of the 2021 restricted stock incentive plan and relevant laws and regulations, 320000 restricted shares held by the above 10 resignation incentive objects that have been granted but have not been lifted will be repurchased and cancelled, and the repurchase price is 16.44 yuan / share. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Reasons, quantity and price of restricted shares cancelled in this repurchase
According to the company’s restricted stock incentive plan for 2021: if the incentive object resigns, the labor relationship is terminated due to personal reasons, the contract expires and will not be renewed or resigns voluntarily, and the incentive object resigns passively due to layoffs, the restricted shares granted to the incentive object under the plan but not yet lifted shall be repurchased and cancelled by the company according to the grant price. In view of the fact that Zhang Wenji, Cheng Zijuan, Jiang Yingru, Hong Xihuang, Guo Xiaohui, Zhuang Yongqing, Xie Dongyou, Yan Lei, Chen Lei and Wang Xiaorong, the original incentive objects of the company’s restricted stock incentive plan in 2021, have resigned for personal reasons and do not meet the incentive conditions, the company plans to repurchase and cancel 320000 restricted shares granted to the above incentive objects with its own funds, The repurchase price is the grant price of 16.44 yuan / share.
The repurchase and cancellation of some restricted shares will not affect the stability of the company’s management team, nor will it have a material impact on the company’s financial status and operating results this year.
3、 Expected changes in the company’s equity structure before and after the repurchase
As of the trading day before the disclosure of this announcement, the total share capital of the company was 2321475816 shares. After the repurchase and cancellation of restricted shares, the total share capital of the company will be reduced by 320000 shares. The changes in the share capital structure of the company are as follows:
Before and after this change
Quantity (share) proportion quantity (share) proportion
1、 Shares with limited sales conditions 1210932295.22% 1207732295.20%
Equity incentive restricted shares 100450000 0.43% 97250000.42%
Pre IPO restricted shares 1110482294.79% 1110482294.78%
2、 Shares with unlimited sales conditions 220038258794.78% 220038258794.80%
3、 Total number of shares 2321475816100% 2321155816100%
This repurchase and cancellation will reduce the total number of shares of the company by 320000 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.
4、 Opinions of independent directors
As the 10 incentive objects of the company’s restricted stock incentive plan in 2021 leave for personal reasons and do not meet the incentive conditions, the company plans to repurchase and cancel 320000 restricted shares granted to the above incentive objects. After verification, the company’s repurchase and cancellation of some restricted shares in the 2021 restricted stock incentive plan complies with the relevant provisions of laws and regulations such as the measures for the administration of equity incentive of listed companies and the company’s 2021 restricted stock incentive plan (Draft) and the measures for the administration of the implementation and assessment of the 2021 restricted stock incentive plan, and the deliberation procedures of the board of directors are legal Compliance. The repurchase and cancellation of some restricted shares will not have a significant impact on the company’s operating performance, and there is no situation that damages the interests of the company’s shareholders. Therefore, we agree to repurchase and cancel some restricted shares of the restricted stock incentive plan in 2021.
5、 Opinions of the board of supervisors
The board of supervisors has carefully reviewed the number of restricted shares to be repurchased and cancelled and the list of incentive objects. The board of supervisors believes that the repurchase and cancellation of restricted shares granted to 10 incentive objects who have resigned this time complies with the administrative measures for equity incentive of listed companies and other laws Regulations and relevant provisions of the company’s 2021 restricted stock incentive plan (Draft) and 2021 restricted stock incentive plan implementation assessment management measures. The board of supervisors agreed to cancel 320000 restricted shares granted to 10 incentive objects in this repurchase.
6、 Lawyer’s legal opinion
The company has obtained necessary approval and authorization for the cancellation of this repurchase, which is in line with the relevant provisions of the management measures and the 2021 incentive plan; The reasons for the cancellation of this repurchase, the repurchase quantity of restricted shares and the repurchase price of the company comply with the relevant provisions of the administrative measures and the 2021 incentive plan.
7、 Documents for future reference
1. Resolution of the 17th meeting of the second board of directors
2. Resolution of the 10th meeting of the second board of supervisors
3. Independent opinions of independent directors on matters related to the 17th meeting of the second board of directors of the company
4. Legal opinion on matters related to the repurchase and cancellation of some restricted shares in the 2021 incentive plan of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd
It is hereby announced
Avary Holding (Shenzhen) Co.Limited(002938) board of directors March 17, 2022
