Securities code: Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) securities abbreviation: Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) Announcement No.: 2022010 Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816)
About 2020 stock option and restricted stock incentive plan
Announcement on repurchase and cancellation of some restricted shares and cancellation of some stock options
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) (hereinafter referred to as “the company”) deliberated and adopted the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options at the 25th meeting of the 8th board of directors and the 21st Meeting of the 8th board of supervisors held on March 25, 2022. Due to the fact that the company’s 2020 stock option and restricted stock incentive plan granted some incentive objects for the first time, and the performance evaluation at the individual level in 2021 was unqualified, according to relevant regulations, it is necessary to repurchase and cancel the restricted shares that have been granted but not yet lifted, and cancel the stock options that have been granted but are still in the waiting period. The relevant matters are explained as follows:
1、 Procedures performed for 2020 stock option and restricted stock incentive plan
(I) on April 24, 2020, the 11th meeting of the 8th board of directors of the company deliberated and approved the 2020 stock option and restricted stock incentive plan (Draft) and its summary, the management measures for the implementation and assessment of the company’s 2020 stock option and restricted stock incentive plan, the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and the proposal on convening the 2019 general meeting of shareholders, Relevant proposals were deliberated and adopted at the 10th meeting of the 8th board of supervisors of the company. 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. The company has publicized the list of incentive objects within the company. After the expiration of the publicity, the board of supervisors checked the list of incentive objects granted by the equity incentive plan and explained the publicity.
(II) on May 22, 2020, the 2019 annual general meeting of shareholders of the company reviewed and approved the 2020 stock option and restricted stock incentive plan (Draft) and its summary, the management measures for the implementation and assessment of the 2020 stock option and restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The company’s implementation of the 2020 stock option and restricted stock incentive plan has been approved. The board of directors is 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.
(III) on May 22, 2020, the 12th meeting of the 8th board of directors and the 11th meeting of the 8th board of supervisors deliberated and adopted the proposal on granting stock options and restricted stocks to incentive objects for the first time and the proposal on granting reserved stock options and restricted stocks to incentive objects. 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 company disclosed the announcement on the completion of the grant registration of 2020 stock option and restricted stock incentive plan on July 15, 2020.
(IV) on July 7, 2021, the company held the 19th meeting of the 8th board of directors and the 17th meeting of the 8th board of supervisors, The proposal on the achievement of the first exercise / restricted sale period exercisable right / release of restricted sale conditions of the company’s 2020 stock option and restricted stock incentive plan and the proposal on the achievement of the first exercise / restricted sale period exercisable right / release of restricted sale conditions of the company’s 2020 stock option and restricted stock incentive plan were reviewed and approved. The independent directors of the company expressed independent opinions on relevant matters. On July 19, 2021, the first restricted period for the first time granting some restricted shares and the first restricted period reserved for granting some restricted shares, the restricted shares whose restrictions are lifted are listed and circulated, the first exercise period for the first time granting some stock options and the first exercise period reserved for granting some stock options are exercisable.
(V) on March 25, 2022, the company held the 25th meeting of the 8th board of directors and the 21st Meeting of the 8th board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options, and submitted to the general meeting of shareholders to authorize the board of directors to handle all matters related to repurchase, cancellation, change or filing. The independent directors of the company expressed independent opinions on relevant matters.
2、 Reasons for cancellation of restricted stock repurchase and cancellation of some stock options
According to the company’s 2020 stock option and restricted stock incentive plan (hereinafter referred to as the “incentive plan”) and the management measures for the implementation and assessment of 2020 stock option and restricted stock incentive plan, “The actual number of stock options / restricted shares that the incentive object can exercise / lift the restriction in the current year shall be linked to its personal performance evaluation in the previous year, and the specific proportion shall be determined according to the individual performance evaluation results of the incentive object”, “the stock options / restricted shares that cannot exercise / lift the restriction in the current year shall be cancelled / repurchased by the company, and the repurchase price of restricted shares shall be the grant price plus the fixed deposit interest of the bank in the same period”.
According to the assessment results of the company in 2021, one incentive object granted by the company’s stock option and restricted stock incentive plan for the first time failed to pass the personal performance assessment. The human resources department has notified the assessed object of the assessment results within 10 working days after the assessment, and the assessed object has no objection to the assessment results.
According to the relevant provisions of the company’s incentive plan, the company plans to repurchase and cancel 150000 shares of restricted shares (accounting for 50% of the total number of restricted shares held by the above incentive objects that have been granted but have not been lifted), and cancel 450000 shares of stock options that have been granted but are still in the waiting period (accounting for 50% of the total number of stock options held by them).
3、 Quantity, price and capital source of restricted stock repurchase and cancellation and stock option cancellation in the current period
(I) quantity and price of repurchase and cancellation of restricted shares
Due to the unqualified individual level performance appraisal in 2021 and failing to meet the conditions for lifting the restriction of restricted stock incentive plan, it is proposed to repurchase and cancel 150000 shares of restricted stocks that have been granted but not lifted held by the above incentive objects.
The cancellation of restricted stock repurchase does not involve the adjustment of repurchase quantity and repurchase price. The repurchase price is the grant price of 1.00 yuan / share plus the bank’s time deposit interest in the same period.
(II) sources of funds for repurchase and cancellation of restricted shares
The funds to be used for repurchase and cancellation of restricted shares this time are all the company’s own funds.
(III) number of cancelled stock options
Due to the disqualification of the performance appraisal at the individual level in 2021 and the failure to meet the exercise conditions of the stock option incentive plan, 450000 granted but not exercised stock options held by the above incentive objects will be cancelled.
4、 Changes in share capital structure before and after the completion of the repurchase and cancellation of restricted shares
After the completion of the repurchase and cancellation procedures of restricted shares, the total share capital of the company will be reduced from 1432706318 shares to 1432556318 shares. The changes in the capital structure of the company are as follows:
Before and after this change
Nature of shares the number of shares in the total share capital the proportion of the number of shares in the total share capital (%) (shares) (shares) (%)
1、 Shares with limited sales conditions 881830966.15 – 15 Shenzhen Yan Tian Port Holdings Co.Ltd(000088) 0330966.15
Executive lock up shares 28330960.2028330960.20
Restricted shares after IPO 825 Shenzhen Fountain Corporation(000005) .76825 Shenzhen Fountain Corporation(000005) .76
Equity incentive restricted shares 28500000.2027000000.19
2、 Shares with unlimited sales conditions 134452322293.84 0134452322293.85
3、 Total number of shares 1432706318100% – 15 Shahe Industrial Co.Ltd(000014) 32556318100%
Note: the capital structure before this change is counted according to the data in the issuer’s capital structure table (statistics by share nature) issued by China Securities Depository and Clearing Corporation Limited on February 28, 2022. The specific capital change is subject to the capital structure table issued by China Securities Depository and Clearing Corporation Limited; The actual changes in the company’s equity structure shall be subject to the completion of the repurchase cancellation procedures in China Securities Depository and Clearing Co., Ltd; The aforementioned “total share capital of the company” and “total share capital before this change” are 1432706318 shares of total share capital after the closing on February 28, 2022. There is slight difference in the mantissa of the decimal point due to rounding;
After the cancellation of this repurchase, the controlling shareholder and actual controller of the company will not change, and the equity distribution of the company still meets the listing conditions.
5、 Impact of this repurchase cancellation on the company
The number of restricted shares repurchased and cancelled by the company this time is small, and the funds used for repurchase are small, which will not have a significant impact on the company, nor will it affect the implementation of the company’s incentive plan this time. The company will conduct corresponding accounting treatment for the cancellation of this repurchase in accordance with the relevant provisions of the accounting standards.
6、 Opinions of independent directors
The company’s 2020 stock option and restricted stock incentive plan granted part of an incentive object for the first time. Due to the unqualified performance evaluation at the individual level in 2021, it has not met the conditions for the exercise of stock options and the lifting of restrictions on the sale of restricted shares. We believe that the company’s repurchase and cancellation of some restricted shares and cancellation of some stock options this time comply with the relevant provisions of the measures for the administration of equity incentive of listed companies, the incentive plan of the company and the measures for the administration of the implementation and assessment of the incentive plan of stock options and restricted shares in 2020, and there is no situation that damages the interests of the company and shareholders.
It is agreed that the company shall repurchase and cancel 150000 shares of restricted shares that have been granted but not yet lifted, and cancel 450000 shares of stock options that have been granted but are still in the waiting period. The number and price of restricted shares cancelled by the company in this repurchase are accurate.
In conclusion, we unanimously agree that the board of directors of the company shall handle the above matters related to the repurchase and cancellation of some restricted shares and the cancellation of some stock options, and agree to submit the repurchase and cancellation of some restricted shares to the general meeting of shareholders of the company for deliberation.
7、 Opinions of the board of supervisors
According to the audit, one incentive object failed to meet the conditions for the exercise of stock options and the lifting of restrictions on the sale of restricted shares due to his unqualified personal performance assessment in 2021. According to the relevant provisions of the company’s incentive plan, the measures for the administration of the implementation and assessment of stock options and restricted stock incentive plan in 2020 and other relevant regulations, it is agreed to cancel 450000 granted but still waiting stock options held by him, Repurchase and cancel 150000 shares of restricted shares that have been granted but have not been lifted, and the repurchase price is 1 yuan / share plus the interest of bank time deposit in the same period. It is agreed that the board of directors shall handle matters related to the repurchase and cancellation of this part of restricted shares and the cancellation of this part of stock options in accordance with the authorization of the general meeting of shareholders of the company.
8、 Legal opinions issued by lawyers
Shanghai jintiancheng (Chongqing) law firm issued the legal opinion on matters related to Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) repurchase and cancellation of some restricted shares and cancellation of some stock options, which holds that: Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) the reasons, quantity and The price and the procedures performed so far comply with the relevant laws and regulations such as the administrative measures and the relevant provisions of the 2020 stock option and restricted stock incentive plan; The company still needs to perform the follow-up information disclosure obligations for the cancellation of this repurchase, go through the relevant settlement procedures with China Securities Depository and Clearing Corporation, and perform the corresponding capital reduction procedures.
9、 Professional opinions of independent financial advisers
Shanghai Rongzheng Investment Consulting Co., Ltd. issued the independent financial advisory report on matters related to the cancellation of some stock options and the repurchase and cancellation of some restricted shares under the Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) 2020 stock option and restricted stock incentive plan (hereinafter referred to as the “independent financial advisory report”). It is believed that as of the date of issuance of the independent financial advisory report, Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) the cancellation of some stock options and the repurchase and cancellation of some restricted stocks have obtained the necessary approval and authorization. The cancellation of some stock options and the repurchase and cancellation of some restricted stocks of the company comply with the relevant provisions of the company law, the securities law, the administration law and the 2020 stock option and restricted stock incentive plan (Draft), There is no situation that damages the interests of the listed company and all shareholders; Matters related to the cancellation of some stock options and the repurchase and cancellation of some restricted shares need to be submitted to the general meeting of shareholders of the company for deliberation, and information disclosure shall be carried out within the specified time limit in accordance with the provisions of relevant laws and regulations and corresponding follow-up procedures shall be handled with Shenzhen Stock Exchange.
10、 Other matters
The repurchase and cancellation of restricted shares will reduce the registered capital. According to the provisions of the company law of the people’s Republic of China and other relevant laws and regulations, after the relevant proposals are considered and approved by the general meeting of shareholders, the company will hold a meeting at the general meeting of shareholders
