Securities code: Beijing Oriental Jicheng Co.Ltd(002819) securities abbreviation: Beijing Oriental Jicheng Co.Ltd(002819) Announcement No.: 2022011 Beijing Oriental Jicheng Co.Ltd(002819)
Announcement on repurchase and cancellation of some restricted shares of the company's 2018 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.
Special tips:
1. Number of repurchases: the number of restricted shares to be repurchased and cancelled this time is 5878; 2. Repurchase price: the repurchase price of restricted shares granted for the first time by the restricted stock incentive plan in 2018 is 109362 yuan / share;
3. After the cancellation of this repurchase, the total share capital of the company will be reduced to 318173891 shares and the registered capital will be reduced to 318173891 shares.
Beijing Oriental Jicheng Co.Ltd(002819) (hereinafter referred to as "the company") held the 8th meeting of the 5th board of directors and the 7th Meeting of the 5th board of supervisors on March 28, 2022, deliberated and approved the proposal on repurchasing and canceling some restricted shares of the company's 2018 restricted stock incentive plan, and agreed that the company repurchased and cancelled 5878 shares of restricted shares granted but not unlocked to an incentive object who resigned for personal reasons, The repurchase price is 109362 yuan / share.
After the cancellation of this repurchase, the total share capital of the company will be reduced to 318173891 shares and the registered capital will be reduced to 318173891 shares. This matter can only be implemented after being submitted to the general meeting of shareholders of the company for deliberation and approval. Relevant matters are hereby announced as follows:
1、 Relevant approval procedures have been performed for this incentive plan
1. On June 25, 2018, the 21st Meeting of the third board of directors of the company considered and approved the proposal on Beijing Oriental Jicheng Co.Ltd(002819) 2018 restricted stock incentive plan (Draft) and its summary and other relevant proposals. The 17th meeting of the third board of supervisors of the company deliberated and adopted the above-mentioned relevant proposals and expressed consent. The independent directors of the company have expressed their independent opinions on relevant matters. The company disclosed the above matters on June 27, 2018.
2. On August 24, 2018, the company issued the announcement on the approval of the restricted stock incentive plan by the Chinese Academy of Sciences Holding Co., Ltd. (2018067). The company's 2018 restricted stock incentive plan has obtained the reply on agreeing to Beijing Oriental Jicheng Co.Ltd(002819) implement the restricted stock incentive plan issued by the Chinese Academy of Sciences Holding Co., Ltd. (Ke Zi FA Gu Zi [2018] No. 81).
3. On August 28, 2018, the fourth meeting of the Fourth Board of directors and the third meeting of the Fourth Board of supervisors of the company deliberated and approved the proposal on Beijing Oriental Jicheng Co.Ltd(002819) 2018 restricted stock incentive plan (Revised Draft) and its abstract, the proposal on Beijing Oriental Jicheng Co.Ltd(002819) 2018 restricted stock incentive plan implementation assessment management measures (Revised Draft) and other proposals, and the related director Zheng Dawei has avoided voting on the relevant proposals. The third meeting of the Fourth Board of supervisors of the company deliberated and adopted the above-mentioned relevant proposals and expressed consent. The independent directors of the company have expressed their independent opinions on relevant matters. The company disclosed the above matters on August 29, 2018.
4. From September 10, 2018 to September 20, 2018, the company publicized the list and positions of the proposed incentive objects of the company through the email of all employees of the company. On October 11, 2018, the board of supervisors of the company issued the review opinions and publicity instructions of the board of supervisors on the list of incentive objects of the 2018 restricted stock incentive plan.
5. On October 15, 2018, the third extraordinary general meeting of the company in 2018 deliberated and approved the proposal on the company's 2018 restricted stock incentive plan (Revised Draft) and its summary. The board of directors of the company was authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when incentive objects meet the conditions, and handle all matters necessary for the grant of restricted shares; At the same time, the company disclosed the self inspection report on the trading of the company's shares by insiders of the restricted stock incentive plan in 2018 according to the verification of the trading of the company's shares by insiders and incentive objects.
6. On November 21, 2018, the eighth meeting of the Fourth Board of directors and the seventh meeting of the Fourth Board of supervisors considered and approved the proposal on matters related to the first grant of restricted stock incentive plan in 2018. The board of supervisors verified the list of incentive objects granted again and expressed their consent. The independent directors of the company expressed their independent opinions on this.
7. On December 25, 2018, the company issued the announcement on the completion of the registration of the first grant of the 2018 restricted stock incentive plan. The company completed the registration procedures for the first grant of 582000 restricted shares to 32 incentive objects. The first grant price was 14.40 yuan / share, and the listing date of the first granted shares was December 26, 2018.
8. On July 26, 2019, the 13th meeting of the 4th board of directors and the 11th meeting of the 4th board of supervisors considered and approved the proposal on adjusting the number and price of rights and interests granted under the 2018 restricted stock incentive plan, agreed to adjust the number of restricted shares granted for the first time to 756600 shares, and agreed to adjust the repurchase price of restricted shares granted for the first time to 110462 yuan / share; The proposal on matters related to reserved grant of restricted stock incentive plan in 2018 was deliberated and passed. The board of supervisors verified the list of reserved incentive objects granted and expressed their consent. The independent directors of the company expressed their independent opinions on this.
9. On November 8, 2019, the company issued the announcement on the completion of the grant registration of the reserved part of the 2018 restricted stock incentive plan. The company completed the grant registration procedures for granting 104100 restricted shares to 6 incentive objects, with the grant price of 9.17 yuan / share, and the listing date of the granted shares is November 11, 2019.
10. On December 12, 2019, the company held the 16th meeting of the 4th board of directors, the 14th meeting of the 4th board of supervisors and the third extraordinary general meeting of shareholders in 2019 on December 30, 2019, respectively, deliberated and approved the proposal on repurchase and cancellation of some restricted shares, and agreed to repurchase and cancel 17290 shares of restricted shares granted but not unlocked to an incentive object who resigned for personal reasons, The repurchase price is 110462 yuan / share.
The above restricted shares have been repurchased and cancelled on December 24, 2020.
11. On August 25, 2020, the company held the 23rd Meeting of the 4th board of directors and the 21st Meeting of the 4th board of supervisors to consider and pass the proposal on adjusting the equity price granted by the 2018 restricted stock incentive plan and the proposal on repurchase and cancellation of some restricted stocks respectively, and agreed to adjust the repurchase price of the first granted restricted stocks to 109962 yuan / share; It is agreed that the company shall repurchase and cancel 17290 shares of restricted shares granted but not unlocked to an incentive object who resigned for personal reasons, and the repurchase price is 109962 yuan / share. The independent directors of the company expressed independent opinions on the above matters. Among them, the proposal on repurchase and cancellation of some restricted shares was deliberated and adopted by the third extraordinary general meeting of shareholders in 2020 held by the company on September 18, 2020. The above restricted shares have been repurchased and cancelled on December 24, 2020.
12. On December 29, 2020, the company held the 27th meeting of the 4th board of directors and the 25th meeting of the 4th board of supervisors to consider and approve the proposal on the achievement of lifting the restrictions on the sale of restricted shares in the first lifting period of the restricted shares granted for the first time by the restricted stock incentive plan in 2018, and agreed that according to the relevant authorization of the third extraordinary general meeting of shareholders in 2018 to the board of directors, Handle the lifting of sales restrictions for 30 incentive objects who meet the conditions for lifting sales restrictions. Related director Zheng Dawei has avoided voting on relevant proposals. The independent directors of the company expressed independent opinions on this. The shares that have been lifted this time have been listed and circulated on January 12, 2021. 13. On April 28, 2021, the company held the 31st meeting of the 4th board of directors and the 28th meeting of the 4th board of supervisors to consider and adopt the proposal on adjusting the grant price of restricted shares reserved for grant under the 2018 restricted stock incentive plan and the proposal on repurchase and cancellation of some restricted shares respectively, Agree to adjust the repurchase price of restricted shares reserved for grant in 2018 restricted stock incentive plan to 9.12 yuan / share; It is agreed that the company shall repurchase and cancel 34700 shares of restricted shares reserved for grant granted to 2 incentive objects who leave for personal reasons but have not been unlocked, and the repurchase price is 9.12 yuan / share. The independent directors of the company expressed independent opinions on the above matters. Among them, the proposal on repurchase and cancellation of some restricted shares was deliberated and adopted at the second extraordinary general meeting of shareholders in 2021 held by the company on July 12, 2021. The above restricted shares have been repurchased and cancelled on August 20, 2021.
14. On November 19, 2021, the company held the fifth meeting of the Fifth Board of directors and the fifth meeting of the Fifth Board of supervisors, respectively, to consider and approve the proposal on the achievement of the second release period of restricted shares granted for the first time in 2018 and the first release period of restricted shares reserved for grant, Agree to handle the lifting of sales restrictions for incentive objects who meet the conditions for lifting sales restrictions in accordance with the relevant authorization of the board of directors by the company's third extraordinary general meeting in 2018. A total of 34 incentive objects met the conditions for lifting the restrictions, of which 30 incentive objects were granted 233375 restricted shares for the first time; The number of restricted shares reserved for grant granted to the four incentive objects is 34700. Related director Zheng Dawei has avoided voting on relevant proposals. The independent directors of the company expressed independent opinions on this. The restricted shares reserved for grant granted to 4 incentive objects have been listed and circulated on December 2, 2021, and the restricted shares granted to 30 incentive objects for the first time have been listed and circulated on December 29, 2021.
15. On December 20, 2021, the company held the sixth meeting of the Fifth Board of directors and the sixth meeting of the Fifth Board of supervisors to consider and approve the proposal on adjusting the equity repurchase price granted by the 2018 restricted stock incentive plan and the proposal on repurchase and cancellation of some restricted shares in the company's 2018 restricted stock incentive plan respectively, and agreed to include the 2018 restricted stock incentive plan, The repurchase price of the restricted shares granted for the first time that have not been lifted is adjusted to 109362 yuan / share, and the repurchase price of the restricted shares reserved for grant that have not been lifted is adjusted to 9.06 yuan / share; It is agreed to repurchase and cancel 4893 restricted shares of 3 incentive objects that cannot be lifted in the second lifting period due to personal performance evaluation results, and the repurchase price is 109362 yuan / share. The independent directors of the company expressed independent opinions on the above matters. Among them, the proposal on repurchase and cancellation of some restricted shares of the company's 2018 restricted stock incentive plan was deliberated and adopted at the first extraordinary general meeting of shareholders in 2022 held by the company on January 6, 2022. It has not yet been implemented.
16. On March 28, 2022, the company held the 8th meeting of the 5th board of directors and the 7th Meeting of the 5th board of supervisors, respectively, deliberated and approved the proposal on repurchase and cancellation of some restricted shares, and agreed to repurchase and cancel 5878 shares of restricted shares granted but not unlocked to an incentive object who left for personal reasons, with a repurchase price of 109362 yuan / share. The independent directors of the company expressed independent opinions on the above matters. This matter can only be implemented after being submitted to the general meeting of shareholders of the company for deliberation and approval.
2、 Description of the company's repurchase and cancellation of some restricted shares
1. Reasons for repurchase cancellation
According to the relevant provisions of the company's 2018 restricted stock incentive plan (Revised Draft) and the management measures for the implementation and assessment of the 2018 restricted stock incentive plan (Revised Draft), if the incentive object leaves the company due to resignation, dismissal or layoff, or the incentive object dies not due to the performance of his duties, the company has the right to repurchase and cancel the restricted stock that has been granted to the incentive object but has not been lifted on the date of occurrence.
In view of the resignation of one incentive object for personal reasons and no longer qualified as an incentive object of the incentive plan, the company plans to repurchase and cancel all the restricted shares granted but not unlocked to the incentive object after deliberation and approval at the 8th meeting of the 5th board of directors and the 7th Meeting of the 5th board of supervisors.
2. Repurchase cancellation quantity
In view of the fact that from the registration of the restricted shares first granted by the company's restricted stock incentive plan in 2018 to the disclosure date of this announcement, the company implemented the equity distribution in 2018 and converted the provident fund into share capital. According to the proposal on adjusting the number and price of the rights and interests granted by the restricted stock incentive plan in 2018 deliberated and adopted at the 13th meeting of the Fourth Board of directors of the company, The number of restricted shares to be repurchased and cancelled is adjusted to 5878 shares. The restricted shares cancelled in this repurchase account for 0.7769% of the total number of restricted shares granted for the first time in this restricted stock incentive plan and 0.0018% of the total share capital of the company before repurchase and cancellation.
3. Repurchase cancellation price
