Securities code: Guangzhou Tinci Materials Technology Co.Ltd(002709) securities abbreviation: Guangzhou Tinci Materials Technology Co.Ltd(002709) Announcement No.: 2022029 Guangzhou Tinci Materials Technology Co.Ltd(002709)
Announcement on cancellation of some stock options and repurchase cancellation of some restricted shares under the company's stock option and restricted stock incentive plan in 2019
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.
On March 18, 2022, the 27th meeting of the 5th board of directors and the 20th meeting of the 5th board of supervisors deliberated and adopted the proposal on the cancellation of some stock options and repurchase and cancellation of some restricted shares under the company's 2019 stock option and restricted stock incentive plan. This proposal still needs to be submitted to the general meeting of shareholders for deliberation. The relevant matters are explained as follows:
1、 Relevant approval procedures for 2019 stock option and restricted stock incentive plan
(I) on January 22, 2019, the 32nd meeting of the Fourth Board of directors of the company deliberated and approved the proposal on the company's 2019 stock option and restricted stock incentive plan (Draft) and summary, and the proposal on the company's measures for the administration of the implementation and assessment of 2019 stock option and restricted stock incentive plan Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to 2019 stock option and restricted stock incentive plan. The 26th meeting of the 4th board of supervisors of the company deliberated and approved the above proposal and verified the relevant matters of the company's equity incentive plan. 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.
(II) from January 23, 2019 to February 2, 2019, the company publicized the names and positions of the incentive objects to be granted in the incentive plan through the internal publicity system. 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. On March 12, 2019, the board of supervisors of the company disclosed the statement of the board of supervisors on the review and publicity of the list of incentive objects first granted under the 2019 stock option and restricted stock incentive plan.
(III) on February 26, 2019, the 34th meeting of the Fourth Board of directors of the company deliberated and approved the proposal on the company's 2019 stock option and restricted stock incentive plan (Revised Draft) and summary and the proposal on convening the first extraordinary general meeting of shareholders in 2019. The board of supervisors and independent directors of the company expressed their opinions on the revision of the incentive plan.
(IV) March 15, 2019, The first extraordinary general meeting of the company in 2019 deliberated and approved the proposal on the company's 2019 stock option and restricted stock incentive plan (Revised Draft) and summary, the proposal on the measures for the implementation and assessment of the company's 2019 stock option and restricted stock incentive plan, and the proposal on requesting the general meeting of the company to authorize the board of directors to handle matters related to the 2019 stock option and restricted stock incentive plan 。 The company's implementation of the 2019 stock option and restricted stock incentive plan was approved, and the board of directors was authorized to determine the grant date, grant stock options and restricted shares to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant. At the same time, according to the verification of insider trading of the company's shares, the company disclosed the self inspection report on insider trading of the company's shares by insider of 2019 stock option and restricted stock incentive plan.
(V) on March 15, 2019, the 35th meeting of the Fourth Board of directors and the 28th meeting of the Fourth Board of supervisors considered and approved the proposal on adjusting the list and number of incentive objects granted for the first time under the 2019 stock option and restricted stock incentive plan and the proposal on granting stock options and restricted stocks to incentive objects for the first time, As some incentive objects voluntarily give up all or part of stock options or restricted shares for personal reasons, the number of stock options granted for the first time under the stock options and restricted stock incentive plan in 2019 was adjusted from 3.796 million to 3.743 million, the number of granted shares was adjusted from 361 to 357, the number of restricted shares granted for the first time was adjusted from 3.325 million to 3.323 million, and the number of granted shares was adjusted from 94 to 93. The independent directors of the company expressed independent opinions on this and believed that the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions. The board of supervisors of the company verified the adjusted list of incentive objects again.
(VI) on March 21, 2019, the company disclosed the announcement on the completion of the registration of the first grant of stock options and restricted stock incentive plan in 2019, which granted 3.743 million stock options to 357 incentive objects for the first time, and the exercise price of stock options was 22.40 yuan / share; For the first time, 93 incentive objects were granted 3233000 restricted shares, and the grant price of restricted shares was 11.20 yuan / share. The listing date of restricted shares granted for the first time is March 22, 2019.
(VII) on December 30, 2019, according to the 37th meeting of the board of directors of 2019 stock option and restricted stock incentive plan, the proposal on adjusting the number and price of equity granted by 2019 stock option and restricted stock incentive plan was considered and adopted. Due to the implementation of equity distribution in 2018, the repurchase price of restricted stock granted for the first time was adjusted to 6.94 yuan / share, The exercise price of stock options granted for the first time was adjusted to 13.94 yuan / share, the number of restricted shares granted for the first time and the number of equity options granted for the first time were adjusted to 5172800 shares and 598800 shares respectively, and the number of restricted shares reserved for grant and the number of stock options reserved for grant were adjusted to 13019200 shares and 1518400 shares respectively; The proposal on granting reserved stock options and restricted stocks to incentive objects was deliberated and adopted. The independent directors of the company expressed independent opinions on this and believed that the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions. The board of supervisors of the company verified the list of incentive objects reserved for grant.
(VIII) on March 2, 2020, the company disclosed the announcement on the completion of the registration of reserved grant of stock option and restricted stock incentive plan in 2019, which reserved 861500 stock options for 116 incentive objects, and the exercise price of stock options was 20.70 yuan / share; Three incentive objects are reserved to grant 193000 restricted shares, and the grant price of restricted shares is 10.35 yuan / share.
The listing date of restricted shares reserved for grant is March 3, 2020.
(IX) on April 24, 2020, the 49th meeting of the Fourth Board of directors and the 40th meeting of the Fourth Board of supervisors of the company considered and approved the proposal on repurchase and cancellation of part of restricted shares granted for the first time under the 2019 stock option and restricted stock incentive plan and the proposal on cancellation of part of stock options granted for the first time under the 2019 stock option and restricted stock incentive plan, The number of restricted shares repurchased and cancelled is 238784. After the repurchase and cancellation of some restricted shares, the company's incentive plan granted 278496 restricted shares that have been granted but have not been lifted for the first time; The number of stock options cancelled was 30531200. After the cancellation of some stock options, the company's incentive plan granted 293568 stock options granted but not exercised for the first time. The independent directors of the company expressed independent opinions on this.
(x) on August 17, 2020, the company held the fourth meeting of the Fifth Board of directors and the third meeting of the Fifth Board of supervisors, deliberated and adopted the proposal on adjusting the corresponding standard coefficient of the assessment results of the division level and the individual level of the incentive object in the 2019 stock option and restricted stock incentive plan, The assessment coefficients corresponding to the assessment results at the department level of the business unit and the individual level of the incentive object during the lifting of restrictions on the sale of restricted shares and the exercise of stock options in this incentive plan have been adjusted. The independent directors of the company expressed independent opinions on this. The second extraordinary general meeting of the company in 2020 deliberated and approved the adjustment of this assessment.
（11） On May 6, 2021, the company held the 13th meeting of the 5th board of directors and the 10th meeting of the 5th board of supervisors, deliberated and adopted the proposal on adjusting the equity price of stock options and restricted shares granted in the company's 2019 stock option and restricted stock incentive plan. Due to the implementation of equity distribution in 2019 and 2020, the repurchase price of restricted shares granted for the first time was adjusted to 4.082 yuan / share, The exercise price of stock options granted for the first time was adjusted to 8.053 yuan / share, and the number of restricted shares granted but not lifted for the first time and the number of stock options granted but not exercised for the first time were adjusted to 4734432 million shares and 4990656 million shares respectively; The repurchase price of reserved and granted restricted shares is adjusted to 6.088 yuan / share, the exercise price of reserved and granted stock options is adjusted to 12.029 yuan / share, and the number of reserved and granted restricted shares that have been granted but have not been lifted and the number of reserved and granted stock options that have been granted but have not been exercised are adjusted to 328100 shares and 146455 shares respectively; The proposal on the first vesting of the second exercise / restricted sale period of the company's stock option and restricted stock incentive plan in 2019 / the proposal on the first vesting / restricted sale period of the company's stock option and restricted stock incentive plan in 2019 / the proposal on the first exercise / restricted sale period of the company's reserved vesting of the company's stock option and restricted stock incentive plan / the proposal on the lifting of restricted sale were reviewed and approved, and the independent directors of the company expressed independent opinions on the proposal. （12） On May 13, 2021, the company disclosed the suggestive announcement on unlocking the listing and circulation of shares in the second restricted period of the first restricted period of the stock option and restricted stock incentive plan in 2019 / the first restricted period of the reserved restricted stock. The number of shares unlocked in the second restricted period of the first restricted stock is 2063664, accounting for 0.2223% of the total share capital of the company; In the first unlocking period of reserved and granted restricted shares, the number of unlocked shares is 164050, accounting for 0.0177% of the current total share capital of the company. The listing and circulation date of the above unlocked restricted shares is May 14, 2021.
（13） On June 17, 2021, the 15th meeting of the 5th board of directors and the 11th meeting of the 5th board of supervisors of the company deliberated and approved the proposal on the cancellation of some stock options and repurchase cancellation of some restricted shares in the company's 2019 stock option and restricted stock incentive plan, which plans to cancel 871133 stock options and repurchase and cancel 346800 restricted shares. The repurchase and cancellation of the above restricted shares have been completed on August 4, 2021.
（14） On March 18, 2022, the company held the 27th meeting of the 5th board of directors and the 20th meeting of the 5th board of supervisors, and deliberated and adopted the proposal on the cancellation of some stock options and repurchase and cancellation of some restricted shares in the company's 2019 stock option and restricted stock incentive plan The independent directors of the company expressed independent opinions on the proposal on the first granting of the third exercise / restricted sale period of the company's stock option and restricted stock incentive plan in 2019 and the proposal on the second exercise / restricted sale period of the company's stock option and restricted stock incentive plan in 2019.
2、 Details of the company's share repurchase plan and partial cancellation of restricted stock options in 2019
1. Reasons for cancellation / repurchase of stock options and restricted shares
According to the company's 2019 stock option and restricted stock incentive plan (Revised Draft) (hereinafter referred to as the "incentive plan") and the company's 2019 stock option and restricted stock incentive plan implementation assessment management measures, due to the company's 2019 incentive plan for the first time granted 11 incentive objects who resigned in the third assessment period and 27 incentive objects whose performance assessment met the standard but the coefficient was less than 1.0, according to the coefficient proportion, A total of 91840 stock options are proposed to be cancelled by the company, and 160793 restricted shares are proposed to be repurchased and cancelled by the company; There are 8 incentive objects reserved for the second assessment period, 13 incentive objects whose performance assessment meets the standard but the coefficient is less than 1.0, involving a total of 79721 stock options to be cancelled by the company, and 15512 restricted shares to be repurchased and cancelled by the company.
2. Repurchase cancellation price
According to the provisions of the incentive plan, this repurchase will be repurchased and cancelled by the company according to the sum of the grant price and the deposit interest of the bank in the same period.
The total number of restricted shares granted for the first time in this repurchase cancellation is 160793 shares, and the total amount of repurchase is the number of repurchase (160793 shares) × Repurchase price (4.082 yuan / share) × (1 + deposit interest of 2.75% in the same period 3), totaling 710507 yuan. The source of repurchase funds is the company's own funds.
The total number of reserved grant restricted shares cancelled in this repurchase is 15512 shares, and the total amount of repurchase is the number of repurchase (15512 shares) × Repurchase price (6.088 yuan / share) × (1 + deposit interest of 2.1% in the same period 2), totaling 98404 yuan. The source of repurchase funds is the company's own funds.
3、 Changes in share capital structure after the cancellation of this repurchase
Before this change
