Stock abbreviation: Bizconf Telecom Co.Ltd(300578) Stock Code: Bizconf Telecom Co.Ltd(300578) Announcement No.: 2022012 Bizconf Telecom Co.Ltd(300578)
Announcement on completing 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 cancelled in this repurchase is 59400 shares, involving 6 incentive objects, and the repurchase price is 11.89 yuan / share;
2. The total share capital of the company will be reduced from 199780 shares to 204840 shares after the completion of the repurchase;
3. On March 18, 2022, the company completed the repurchase and deregistration procedures of this restricted stock at Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
Bizconf Telecom Co.Ltd(300578) (hereinafter referred to as “the company”) held the fourth meeting of the Fourth Board of directors and the third meeting of the Fourth Board of supervisors respectively on November 23, 2021, deliberated and adopted the proposal on repurchase and cancellation of some authorized but unlocked restricted shares in the phase II restricted stock incentive plan, which was deliberated and approved by the third extraordinary general meeting of 2021 held on December 9, 2021, According to the second phase of restricted stock incentive plan of the company and relevant laws and regulations, in view of the fact that six incentive objects have resigned for personal reasons and do not meet the conditions of incentive objects, the company decided to repurchase and cancel 59400 restricted shares that have been granted but not unlocked. As of the date of this announcement, the company has completed the formalities for cancellation of the aforesaid restricted stock repurchase registration in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. The relevant matters are hereby announced as follows:
1、 Brief introduction to the second phase of restricted stock incentive plan of the company
1. On March 25, 2019, the 16th meeting of the third board of directors and the 12th meeting of the third board of supervisors respectively deliberated and adopted the proposal on the second phase of restricted stock incentive plan (Draft) and summary of the company The independent directors of the company expressed independent opinions on the proposal on the management measures for the implementation and assessment of the second phase of restricted stock incentive plan of the company and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the second phase of restricted stock incentive plan of the company. The board of supervisors checked the list of incentive objects, and Deheng Shanghai law firm issued relevant legal opinions.
2. On May 21, 2019, the company’s 2018 annual general meeting of shareholders deliberated and approved the incentive plan, management measures and authorized the board of directors to handle matters related to the company’s phase II restricted stock incentive plan.
3. On July 1, 2019, the 20th meeting of the third board of directors and the 15th meeting of the third board of supervisors respectively deliberated and approved the proposal on adjusting the list of incentive objects of the second phase of restricted stock incentive plan and the proposal on granting restricted shares to the incentive objects of the second phase of restricted stock incentive plan for the first time. The independent directors of the company expressed independent opinions on this, The board of supervisors checked the adjusted list of incentive objects, and Deheng Shanghai law firm issued relevant legal opinions.
4. On July 4, 2019, the 21st Meeting of the third board of directors and the 16th meeting of the third board of supervisors respectively considered and approved the proposal on re adjusting the list of incentive objects of the second phase of restricted stock incentive plan and the proposal on granting restricted shares to the incentive objects of the second phase of restricted stock incentive plan for the first time. The independent directors of the company expressed independent opinions on this, The board of supervisors checked the list of incentive objects adjusted again, and Deheng Shanghai law firm issued relevant legal opinions.
5. On July 15, 2019, the company issued the announcement on the completion of the first grant of phase II restricted stock incentive plan (Announcement No.: 2019089). This restricted stock incentive plan has granted 4.982 million restricted shares to 150 incentive objects for the first time, with the grant price of 11.89 yuan / share. The listing date of the first granted restricted shares is July 18, 2019.
6. On November 6, 2019, the 28th meeting of the third board of directors and the 21st Meeting of the third board of supervisors respectively deliberated and adopted the proposal on reserving restricted shares for the second phase of the incentive plan for granting restricted shares to incentive objects. The independent directors of the company expressed independent opinions on this, and the board of supervisors checked the list of reserved incentive objects, Deheng Shanghai law firm issued relevant legal opinions.
7. On November 27, 2019, the company issued the announcement on the completion of the grant of reserved shares in the second phase of restricted stock incentive plan (Announcement No.: 2019147). The restricted stock incentive plan has granted 840000 reserved restricted shares to 43 reserved incentive objects, with the grant price of 13.19 yuan / share. The listing date of the reserved restricted shares is November 29, 2019.
8. On April 27, 2020, the 32nd meeting of the third board of directors and the 23rd Meeting of the third board of supervisors respectively deliberated and adopted the proposal on Revising the company’s phase II restricted stock incentive plan (Draft) and abstract and other relevant supporting documents. The independent directors of the company expressed independent opinions on this, the board of supervisors checked the relevant matters, and Deheng Shanghai law firm issued relevant legal opinions.
9. On May 18, 2020, the 2019 annual general meeting of shareholders of the company deliberated and approved the proposal on Revising the company’s phase II restricted stock incentive plan (Draft), abstract and other relevant supporting documents.
10. On July 2, 2020, the 33rd meeting of the third board of directors and the 24th Meeting of the third board of supervisors respectively deliberated and adopted the proposal on repurchase and cancellation of restricted shares granted but not unlocked in the second phase of restricted stock incentive plan and the proposal on achievement of unlocking conditions in the first unlocking period of the first part of the second phase of restricted stock incentive plan, In view of the fact that the six incentive objects granted by the incentive plan (including five for the first time and one reserved for grant) have not met the conditions of incentive objects due to resignation, the company decided to repurchase and cancel 77000 shares of the above-mentioned restricted shares that have been granted but have not been unlocked at the grant price (including 62000 shares for the first time and 15000 shares for the reserved grant); There are 145 incentive objects who meet the unlocking conditions of the first unlocking period granted by the incentive plan for the first time, and the number of restricted shares that meet the unlocking conditions is 1.968 million shares. The independent directors and the board of supervisors of the company have clearly agreed on the matter, and Deheng Shanghai law firm has issued relevant legal opinions.
11. On July 16, 2020, the company issued the suggestive announcement on the listing and circulation of the unlocked shares in the first unlocking period granted by the second phase of restricted stock incentive plan for the first time (Announcement No.: 2020077). The total number of incentive objects unlocked this time is 145, the number of restricted shares unlocked this time is 1968000, and the listing and circulation date of restricted shares this time is July 20, 2020.
12. On July 20, 2020, the second extraordinary general meeting of the company in 2020 deliberated and approved the proposal on repurchasing and cancelling some restricted shares granted but not unlocked in the second phase of the restricted stock incentive plan.
13. On October 15, 2020, the 38th meeting of the third board of directors and the 27th meeting of the third board of supervisors respectively deliberated and adopted the proposal on repurchase and cancellation of restricted shares granted but not unlocked in the second phase of the restricted stock incentive plan. In view of the fact that one incentive object reserved for grant in this incentive plan does not meet the conditions of incentive objects due to resignation, The company decided to buy back and cancel 150000 shares of the above-mentioned restricted shares that have been granted but have not been unlocked at the grant price. The independent directors and the board of supervisors of the company expressed explicit consent to the matter, and Deheng Shanghai law firm issued relevant legal opinions.
14. On September 14, 2020, the company issued the announcement on completing the repurchase and cancellation of some restricted shares (Announcement No.: 2020105). 77000 restricted shares were cancelled this time.
15. On November 20, 2020, the 41st meeting of the third board of directors and the 30th meeting of the third board of supervisors respectively deliberated and adopted the proposal on repurchasing and canceling the restricted shares granted but not unlocked in the second phase of the restricted stock incentive plan and the proposal on the achievement of unlocking conditions in the first unlocking period of the reserved granting part of the second phase of the restricted stock incentive plan, In view of the fact that the four incentive objects granted by the incentive plan (including three for the first time and one reserved for grant) have failed to meet the conditions of incentive objects due to resignation, the company decided to repurchase and cancel 42600 shares of restricted shares granted but not unlocked above at the grant price (including 39600 shares granted for the first time and 300000 shares reserved for grant); There are 40 incentive objects who meet the unlocking conditions of the first unlocking period of the reserved grant part of the incentive plan, and the number of restricted shares that meet the unlocking conditions is 268800 shares. The independent directors and the board of supervisors of the company have expressed their opinions on this matter, and Deheng Shanghai law firm has issued relevant legal opinions.
16. On December 7, 2020, the fourth extraordinary general meeting of the company in 2020 deliberated and approved the proposal on repurchasing and canceling some restricted shares granted but not unlocked in the second phase of the restricted stock incentive plan.
17. On March 9, 2021, the company issued the announcement on completing the repurchase and cancellation of some restricted shares (Announcement No.: 2021006). The second phase of restricted shares to be repurchased and cancelled this time is 192600 shares. 18. On July 2, 2021, The 47th meeting of the third board of directors and the 35th meeting of the third board of supervisors respectively deliberated and adopted the proposal on the achievement of unlocking conditions in the second unlocking period of the first granting part of the second restricted stock incentive plan and The proposal on repurchasing and cancelling restricted stocks that have not met the unlocking conditions of the second unlocking period of the second phase of the restricted stock incentive plan and some incentive objects that have not met the incentive conditions have been granted but have not been unlocked. In view of the fact that 46 incentive objects with labor relations belonging to the subsidiary number Zhiyuan, Zhiyuan has not completed the committed net profit in 2020 and does not meet the performance assessment conditions at the company level, As well as 9 incentive objects who have failed to meet the incentive conditions due to resignation, the company decided to repurchase and cancel 440700 shares of the above-mentioned restricted shares that have been granted but have not been unlocked at the grant price, including 3813000 shares granted for the first time (involving 38 persons granted for the first time) and 59400 shares reserved for grant (involving 17 persons reserved for grant); There are 104 incentive objects who meet the unlocking conditions of the second unlocking period granted by the incentive plan for the first time, and the number of restricted shares that meet the unlocking conditions is 1092600 shares. The independent directors and the board of supervisors of the company expressed their explicit consent to the matter, and Deheng Shanghai law firm issued relevant legal opinions. 19. On August 27, 2021, the 49th meeting of the third board of directors and the 36th meeting of the third board of supervisors respectively deliberated and adopted the proposal on repurchase and cancellation of restricted shares granted but not unlocked in the second phase of the restricted stock incentive plan. In view of the fact that 9 incentive objects do not meet the incentive conditions due to resignation, The company decided to buy back and cancel 48900 shares of the above-mentioned restricted shares that have been granted but have not been unlocked at the grant price, including 39600 shares granted for the first time (involving 5 persons granted for the first time) and 9300 shares reserved for grant (involving 4 persons reserved for grant). The independent directors and the board of supervisors of the company expressed their explicit consent to the matter, and Deheng Shanghai law firm issued relevant legal opinions. 20. On October 29, 2021, the company issued the announcement on completing the repurchase and cancellation of some restricted shares (Announcement No.: 2021098). 489600 restricted shares were cancelled in the second phase of this repurchase. 21. On November 23, 2021, the fourth meeting of the Fourth Board of directors and the third meeting of the Fourth Board of supervisors respectively deliberated and adopted the proposal on repurchase and cancellation of restricted shares granted but not unlocked in the second phase of the restricted stock incentive plan. In view of the fact that the six incentive objects do not meet the incentive conditions due to resignation, The company decided to buy back and cancel 59400 shares of restricted shares granted but not unlocked according to the grant price. The independent directors and the board of supervisors of the company expressed their explicit consent to the matter, and Deheng Shanghai law firm issued relevant legal opinions.
22. On December 9, 2021, the third extraordinary general meeting of the company in 2021 deliberated and approved the proposal on repurchasing and canceling the restricted shares granted but not unlocked to some incentive objects who do not meet the incentive conditions in the second phase of the restricted stock incentive plan.
2、 Relevant information of the company’s repurchase and cancellation of some restricted shares
1. Reasons for repurchase cancellation
In view of the fact that six incentive objects have resigned for personal reasons and have gone through the resignation procedures, according to the provisions of “II. Changes in the personal situation of incentive objects” in Chapter XIII “handling of abnormal situations between the company and incentive objects” of the company’s incentive plan, the above-mentioned resigned personnel have not met the incentive conditions specified in the company’s incentive plan. 2. Repurchase cancellation
