Securities code: 002871 securities abbreviation: Qingdao Weflo Valve Co.Ltd(002871) Announcement No.: 2022-002 Qingdao Weflo Valve Co.Ltd(002871)
Announcement on the completion of 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 proposed repurchase and cancellation involves 36 people. The number of restricted shares to be repurchased and cancelled is 153352 shares, the repurchase price is 5.47 yuan / share, and the repurchase price is RMB 850376.80 yuan (including the equity distribution of resigned personnel in 2020).
2. After the cancellation of this repurchase, the total share capital of the company will be changed from 169186000 shares to 16903264800 shares.
3. As of the disclosure date of this announcement, the above restricted shares have completed the repurchase and cancellation procedures in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
The seventh meeting of the Fourth Board of directors of Qingdao Weflo Valve Co.Ltd(002871) (hereinafter referred to as "the company") deliberated and adopted the proposal on repurchase and cancellation of some restricted shares. Three incentive objects of the company's 2018 restricted stock incentive plan resigned for personal reasons, and the unlocking ratio of the remaining 33 incentive objects' shares sold during this period was 80%. According to the provisions of the company's 2018 restricted stock incentive plan (Revised Draft) (hereinafter referred to as the "incentive plan"), The board of directors of the company decided to repurchase and cancel 153352 restricted shares granted but not unlocked. The relevant matters are hereby announced as follows:
1、 Introduction to the implementation of restricted stock incentive plan
1. On August 23, 2018, the company held the fifth meeting of the third board of directors and the fourth meeting of the third board of supervisors respectively, and deliberated and adopted the
<公司 2018 年限制性股票激励计划（草案）及其摘要>
Proposal on
<公司 2018 年限制性股票激励计划实施考核管理办法>
And the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2018. The independent directors of the company expressed independent opinions on this.
2. From August 24, 2018 to September 3, 2018, the company internally publicized the list of incentive objects granted by the restricted stock incentive plan in 2018. During the publicity period, the board of supervisors of the company did not receive any objection related to the proposed incentive objects of the incentive plan; At the expiration of the publicity period, the board of supervisors checked the list of some incentive objects granted by the restricted stock incentive plan in 2018 and explained the publicity. On September 7, 2018, the board of supervisors announced the description of the review and publicity of the list of some incentive objects granted by the restricted stock incentive plan in 2018.
3. On September 11, 2018, the company held the third extraordinary general meeting of shareholders in 2018 and deliberated and adopted the
<公司 2018 年限制性股票激励计划（草案）及其摘要>
Proposal on
<公司 2018 年限制性股票激励计划实施考核管理办法>
And the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2018. The independent directors of the company publicly solicited the entrusted voting rights from all shareholders.
4. On November 20, 2018, the company held the 7th Meeting of the 3rd board of directors to consider and pass the proposal on granting restricted shares to the incentive objects of the 2018 restricted stock incentive plan. The board of directors considered that the grant conditions specified in the incentive plan had been met and agreed to take November 20, 2018 as the grant date, 1142000 restricted shares were granted to 39 eligible incentive objects. The independent directors of the company expressed independent opinions on this.
5. On November 20, 2018, the company held the sixth meeting of the third board of supervisors, deliberated and adopted the proposal on granting restricted shares to the incentive objects of the 2018 restricted stock incentive plan, and issued the review opinions of the Qingdao Weflo Valve Co.Ltd(002871) board of supervisors on the list of incentive objects of the 2018 restricted stock incentive plan (grant date), The board of supervisors considered that the grant conditions specified in the incentive plan had been met and agreed to grant 1142000 restricted shares to 39 eligible incentive objects on November 20, 2018 at a grant price of 9.03 yuan / share.
6. On December 5, 2018, the company issued the announcement on the completion of the grant registration of the 2018 restricted stock incentive plan. The incentive plan actually granted a total of 1142000 restricted shares to 39 incentive objects. The listing date of the restricted shares granted is December 6, 2018.
7. On November 27, 2019, the 12th meeting of the third board of directors of the company passed the proposal on the achievement of unlocking conditions in the first unlocking period of the restricted stock incentive plan in 2018, the proposal on adjusting the repurchase price of restricted shares, the proposal on repurchase and cancellation of some restricted shares and other proposals. After deliberation by the board of directors, it is considered that the conditions for the release of restricted shares in the first release period of the company's equity incentive plan have been met, and it is agreed to uniformly handle the release of restricted shares that meet the conditions for the release of restricted shares for incentive objects. At the same time, the board of directors agreed to repurchase and cancel 20000 restricted shares granted to the incentive object who did not meet the incentive conditions but not lifted the sales restriction. The independent directors of the company respectively expressed their independent opinions. 8. On November 27, 2019, the 11th meeting of the third board of supervisors of the company passed the proposal on the achievement of unlocking conditions in the first unlocking period of 2018 restricted stock incentive plan, the proposal on adjusting the repurchase price of restricted stocks, the proposal on repurchase and cancellation of some restricted stocks, etc, It is considered that the first lifting of the restriction on sale and repurchase cancellation of the restricted shares granted to the incentive objects that do not meet the incentive conditions but have not been lifted for the first time in the equity incentive plan comply with the provisions of the administrative measures for equity incentive of listed companies and other laws, regulations, normative documents and the incentive plan, Agree to lift the restrictions on sale and repurchase for the first time, and cancel the restricted shares granted to the incentive objects who do not meet the incentive conditions but have not been lifted.
9. On November 25, 2020, the 20th meeting of the third board of directors of the company passed the proposal on the achievement of unlocking conditions in the second unlocking period of the restricted stock incentive plan in 2018, the proposal on adjusting the repurchase price of restricted shares, the proposal on repurchase and cancellation of some restricted shares and other proposals. After deliberation by the board of directors, it is considered that the conditions for the release of restricted shares in the second release period of the company's equity incentive plan have been achieved, and it is agreed to uniformly handle the release of restricted shares that meet the conditions for the release of restricted shares for incentive objects. At the same time, the board of directors agreed to repurchase and cancel 42000 restricted shares granted to incentive objects that do not meet the incentive conditions but have not been lifted. The independent directors of the company respectively expressed their independent opinions. 10. On November 25, 2020, the 15th meeting of the third board of supervisors of the company passed the proposal on the achievement of unlocking conditions in the second unlocking period of 2018 restricted stock incentive plan, the proposal on adjusting the repurchase price of restricted stocks, the proposal on repurchase and cancellation of some restricted stocks, etc, It is considered that the second lifting of the restriction on sale and repurchase cancellation of the restricted shares granted to the incentive objects that do not meet the incentive conditions but have not been lifted in the equity incentive plan comply with the provisions of the administrative measures for equity incentive of listed companies and other laws, regulations, normative documents and the incentive plan, Agree to lift the restrictions on sales for the second time, repurchase and cancel the restricted shares granted to the incentive objects who do not meet the incentive conditions but have not been lifted.
11. On November 27, 2020, the 21st extraordinary meeting of the third board of directors of the company passed the proposal on Revising the company level performance evaluation indicators of the 2018 restricted stock incentive plan and other proposals. After deliberation by the board of directors, it is agreed to revise the company level performance evaluation indicators of the 2018 restricted stock incentive plan. The independent directors of the company respectively expressed their independent opinions.
12. On November 27, 2020, the 16th extraordinary meeting of the third board of supervisors of the company passed the proposal on Revising the performance evaluation indicators at the company level of the 2018 restricted stock incentive plan. It is considered that in view of the impact of the covid-19 epidemic on the global economy in early 2020 and the actual operation of the company, The procedures and decisions of the board meeting to consider and revise the proposals related to the performance evaluation indicators at the company level of the 2018 restricted stock incentive plan are legal and effective; The revised performance assessment indicators comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of equity incentive of listed companies, and perform relevant legal procedures, which is conducive to the sustainable development of the company and does not damage the interests of the company and all shareholders. 13. On November 24, 2021, the 7th Meeting of the 4th board of directors of the company passed the proposal on the achievement of unlocking conditions in the third unlocking period of 2018 restricted stock incentive plan, the proposal on adjusting the repurchase price of restricted shares, the proposal on repurchase and cancellation of some restricted shares, etc, It is considered that the third lifting of the restriction on sale and repurchase cancellation of the restricted shares granted to the incentive objects that do not meet the incentive conditions but have not been lifted in the equity incentive plan comply with the provisions of the administrative measures for equity incentive of listed companies and other laws, regulations, normative documents and the incentive plan, Agree to lift the restrictions on sale and repurchase for the third time, and cancel the restricted shares granted to the incentive objects who do not meet the incentive conditions but have not been lifted.
14. On November 24, 2021, the sixth meeting of the Fourth Board of supervisors of the company passed the proposal on the achievement of unlocking conditions in the third unlocking period of 2018 restricted stock incentive plan, the proposal on adjusting the repurchase price of restricted stocks, the proposal on repurchase and cancellation of some restricted stocks, etc, It is considered that the third lifting of the restriction on sale and repurchase cancellation of the restricted shares granted to the incentive objects that do not meet the incentive conditions but have not been lifted in the equity incentive plan comply with the provisions of the administrative measures for equity incentive of listed companies and other laws, regulations, normative documents and the incentive plan, Agree to lift the restrictions on sale and repurchase for the third time, and cancel the restricted shares granted to the incentive objects who do not meet the incentive conditions but have not been lifted.
15. On December 10, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares.
2、 Cancellation of this restricted stock repurchase
(i) I. reasons for cancellation of some restricted shares in this repurchase
The original incentive objects of the company, Li Xiulan, Liu Xun and Li Mei, resigned for personal reasons, and all the shares held without lifting the ban were repurchased; Meanwhile, according to the relevant provisions of the incentive plan, based on the average operating revenue of 275976684.14 yuan from 2015 to 2017, the company's operating revenue in 2020 will be 344590024.63 yuan, with a growth rate of 24.86%, higher than 20% and lower than 30%; Or based on the average net profit of 51008755.21 yuan from 2015 to 2017, the net profit of the company in 2020 is 57968093.00 yuan, with a growth rate of 13.64%, a growth rate of more than 10% and less than 20%, and the unlocking proportion of shares sold in this period is 80%. The above-mentioned personnel do not meet the incentive conditions. According to the authorization of the third extraordinary general meeting in 2018, The company shall repurchase and cancel the restricted shares it holds that have been granted but have not been lifted. （2） . repurchase price
1. Equity distribution in 2018
The 12th meeting of the third board of directors and the 11th meeting of the third board of supervisors held on November 27, 2019 considered and adopted the proposal on adjusting the repurchase price of restricted shares. According to the provisions of the incentive plan, in view of the implementation of equity distribution in 2018, the repurchase price of restricted shares adjusted in the incentive plan is 8.83 yuan / share.
2. Equity distribution in 2019
The 20th meeting of the third board of directors and the 14th meeting of the third board of supervisors held on November 27, 2020 considered and adopted the proposal on adjusting the repurchase price of restricted shares. According to the provisions of the incentive plan, in view of the company's implementation of equity distribution in 2019, the repurchase price of restricted shares adjusted in the incentive plan is 8.38 yuan / share.
3. Equity distribution in 2020
The seventh meeting of the Fourth Board of directors and the sixth meeting of the Fourth Board of supervisors held on November 24, 2021 deliberated and adopted the proposal on adjusting the repurchase price of restricted shares. According to the provisions of the incentive plan, in view of the fact that the company has implemented dividend distribution and capital increase in 2020, The repurchase price of restricted shares adjusted by the incentive plan is 5.47 yuan / share.
（3） I. the type and number of shares to be repurchased and cancelled this time, the proportion in the subject shares involved in this equity incentive plan and the proportion in the total share capital
According to the provisions of the incentive plan, the types of shares to be repurchased and cancelled this time are RMB ordinary shares, and the number of shares to be repurchased and cancelled is 153352, accounting for 9.96% of the total restricted shares granted by the equity incentive plan and 0.09064% of the total share capital before repurchase and cancellation.
（4） I. capital source of this repurchase
The company needs to pay a total repurchase price of 850376.80 yuan (including the 2020 equity distribution of the resigned personnel) to the resigned incentive objects for this restricted stock repurchase, and the source of funds is the company's own funds.
（5） Capital verification
Hexin Certified Public Accountants (special general partnership) cancelled the repurchase of the company, resulting in the registered capital of the company
