Securities code: Zhejiang Dayuan Pumps Industry Co.Ltd(603757) securities abbreviation: Zhejiang Dayuan Pumps Industry Co.Ltd(603757) Announcement No.: 2022022 Zhejiang Dayuan Pumps Industry Co.Ltd(603757)
Announcement on repurchase and cancellation of some restricted shares
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Zhejiang Dayuan Pumps Industry Co.Ltd(603757) (hereinafter referred to as "the company") deliberated and adopted the proposal on repurchase and cancellation of some restricted shares at the 9th meeting of the 3rd board of directors and the 9th meeting of the 3rd board of supervisors held on April 7, 2022: in view of the fact that the two incentive objects in the first grant part of the company's 2020 restricted stock incentive plan (hereinafter referred to as "the incentive plan" and "the incentive plan") have resigned The two incentive objects in the reserved grant part have resigned. According to the administrative measures for equity incentive of listed companies (hereinafter referred to as the "administrative measures") and the relevant provisions of the incentive plan, the above four persons no longer have the qualification of incentive objects, and the company decides to repurchase and cancel the total 89800 restricted shares they have been granted but not lifted; At the same time, in view of the fact that the second release period of the first grant part, the second release period of the deferred grant part and the first release period of the reserved grant part of the restricted stock incentive plan in 2020 failed to meet the performance assessment requirements at the company level, The company will buy back and cancel a total of 1292600 restricted shares (excluding the above personal resignation trigger) that can be lifted in the corresponding assessment year. The details are hereby announced as follows:
1、 Approval and implementation of the company's incentive plan
1. On August 28, 2020, the 10th meeting of the second board of directors of the company deliberated and passed the proposal on the 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the 2020 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the 2020 restricted stock incentive plan, The independent directors of the company have expressed independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there are circumstances damaging the interests of the company and all shareholders.
On the same day, the 10th meeting of the second session of the board of supervisors of the company considered and adopted the proposal on the 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the 2020 restricted stock incentive plan, and the list of incentive objects granted for the first time in the 2020 restricted stock incentive plan, The board of supervisors verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. From August 29, 2020 to September 7, 2020, the company publicized the list of some incentive objects granted for the first time. 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 September 8, 2020, the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of some incentive objects first granted by the company's 2020 restricted stock incentive plan.
3. On September 15, 2020, the company held the first extraordinary general meeting of shareholders in 2020, deliberated and passed the proposal on the 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the assessment and management of the implementation of the 2020 restricted stock incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2020 restricted stock incentive plan. The incentive plan was approved by the first extraordinary general meeting of shareholders in 2020. The board of directors of the company is authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when they meet the conditions, and handle all matters necessary for the grant. On the same day, the company disclosed the self inspection report on the trading of the company's shares by insiders of the 2020 restricted stock incentive plan.
4. On October 28, 2020, the 12th meeting of the second board of directors and the 12th meeting of the second board of supervisors deliberated and adopted the proposal on adjusting the number and number of incentive objects granted for the first time under the 2020 restricted stock incentive plan and the proposal on granting restricted shares to some incentive objects for the first time under the 2020 restricted stock incentive plan. The independent directors of the company expressed their independent opinions on this. The board of supervisors of the company issued verification opinions on matters related to the first award of the incentive plan.
5. On November 6, 2020, the company completed the registration of the first grant of 3.325 million restricted shares in Shanghai Branch of China Securities Depository and Clearing Co., Ltd., and a total of 149 incentive objects were actually granted this time.
6. On November 10, 2020, the 13th meeting of the second board of directors and the 13th meeting of the second board of supervisors considered and adopted the proposal on granting restricted shares to incentive objects whose grant of restricted shares incentive plan was suspended in 2020. The independent directors of the company issued independent opinions on this, and the board of supervisors of the company checked this matter.
7. On November 24, 2020, the company completed the registration of granting 100000 restricted shares to the incentive object whose grant was suspended in the incentive plan in Shanghai Branch of China Securities Depository and Clearing Co., Ltd., and one incentive object was actually granted this time.
8. On June 15, 2021, the first meeting of the third board of directors and the first meeting of the third board of supervisors deliberated and adopted the proposal on repurchase and cancellation of some restricted shares and adjustment of repurchase price, and decided to repurchase and cancel a total of 95000 restricted shares held by five persons who no longer qualified as incentive objects in the initial grant, which have been granted but have not been lifted.
9. On August 13, 2021, the company published in China Securities Journal, securities times and the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement on the implementation of the repurchase and cancellation of equity incentive restricted shares was disclosed. The repurchase and cancellation date was August 17, 2021, and the number of restricted shares repurchased and cancelled was 95000 shares.
10. On September 3, 2021, the fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors considered and adopted the proposal on granting reserved restricted shares to incentive objects. The independent directors of the company expressed their independent opinions on this matter, and the board of supervisors of the company checked this matter and expressed their consent.
11. On September 22, 2021, the company completed the registration of reserved grant of 818000 restricted shares in China Securities Depository and Clearing Co., Ltd. Shanghai Branch, and a total of 48 incentive objects were actually granted this time.
12. On November 24, 2021, the seventh meeting of the third board of directors and the seventh meeting of the third board of supervisors of the company deliberated and adopted the proposal on the achievement of lifting the restrictions during the first lifting period of the first granting part and the first suspension part of the restricted stock incentive plan in 2020. The independent directors of the company expressed their independent opinions on this. The board of supervisors of the company checked the relevant matters and expressed their consent.
13. On January 13, 2022, the eighth meeting of the third board of directors and the eighth meeting of the third board of supervisors considered and adopted the proposal on repurchase and cancellation of some restricted shares, and decided to repurchase and cancel a total of 87000 restricted shares held by four persons who no longer have the qualification of incentive objects in the initial grant, which have been granted but have not been lifted.
14. On March 10, 2022, the company published in China Securities Journal, securities times and the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement on the cancellation of restricted share repurchases was implemented on February 14, 2027, with the date of cancellation of restricted share repurchases.
15. On April 7, 2022, the ninth meeting of the third board of directors and the ninth meeting of the third board of supervisors deliberated and adopted the proposal on repurchase and cancellation of some restricted shares, and decided to punish the two persons who no longer have the qualification of incentive object in the initial grant In the reserved grant, 89800 restricted shares that have been granted but have not been lifted and held by two persons who no longer have the qualification of incentive object shall be repurchased and cancelled; A total of 1292600 restricted shares (excluding the trigger part of personal resignation) of all incentive objects that can be lifted in the assessment year due to the company level performance failing to meet the assessment requirements will be repurchased and cancelled.
2、 The reason, quantity, price and source of funds for the cancellation of some restricted shares in this repurchase
(I) reasons for cancellation of restricted shares in this repurchase
1. Incentive object resignation
According to the provisions of the company's 2020 restricted stock incentive plan, if the incentive object leaves the company due to resignation, layoffs and other reasons, the restricted shares granted to the incentive object but not lifted shall not be lifted, and the company shall repurchase and cancel them according to the sum of the grant price and the interest on bank deposits in the same period.
In view of the fact that the two incentive objects in the first grant part and the two incentive objects in the reserved grant part of the incentive plan have resigned for personal reasons, the company decides to repurchase and cancel the restricted shares held by the above four persons that have been granted but have not been lifted.
2. Failing to meet the performance assessment requirements at the company level
According to the provisions of the company's 2020 restricted stock incentive plan, the performance assessment requirements at the company level for the second release period of the first granted part of the 2020 restricted stock incentive plan, the second release period of the deferred granted part in the first grant, and the first release period of the reserved granted part are: Based on the net profit of 2019, The growth rate of net profit in 2021 shall not be less than 21% (the above "net profit" indicators refer to the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses, and the impact of share based payment expenses has been excluded);
According to the annual report of the company in 2021 and the audit report issued by the accounting firm hired by the company, the net profit attributable to the shareholders of the listed company in 2021 after deducting non recurring profits and losses was 13449511700 yuan, and the net profit after excluding the impact of share based payment expenses was 15012322161 yuan, with a growth rate of - 0.97% compared with 2019. The company's performance did not meet the unlocking conditions. Therefore, the company decided to repurchase and cancel the above restricted shares that have been granted but do not meet the unlocking conditions.
(II) repurchase quantity of restricted shares
1. In 2020, the restricted stock incentive plan granted 19800 shares of restricted stock held by two resigned incentive objects for the first time;
2. In the reserved grant part of the restricted stock incentive plan in 2020, the total number of restricted shares held by the two resigned incentive objects is 70000;
3. In the first grant part of the restricted stock incentive plan in 2020, a total of 888600 restricted shares corresponding to the second release period held by the remaining 138 incentive objects except the resigned personnel;
4. In the first grant of the restricted stock incentive plan in 2020, a total of 30000 restricted shares corresponding to the second release period held by an incentive object suspended from grant;
5. In the reserved grant part of the restricted stock incentive plan in 2020, a total of 374000 restricted shares corresponding to the first release period held by the remaining 46 incentive objects except the resigned personnel;
To sum up, the company plans to repurchase and cancel 1382400 restricted shares, accounting for 0.8218% of the current total share capital of the company. (Note: the current total share capital of the company is the share capital of the company as of April 7, 2022)
(III) repurchase price and capital source of this restricted stock
According to the provisions of the company's 2020 restricted stock incentive plan, after the restricted stock granted to the incentive object completes the share registration, if the company has matters affecting the total amount of the company's share capital or the company's share price, such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division of shares, the allotment or reduction of shares, and the distribution of dividends, the company shall make corresponding adjustments to the repurchase price of the restricted stock that has not been lifted. At the first meeting of the third board of directors held on June 15, 2021, the company considered and passed the proposal on repurchase and cancellation of some restricted shares and adjustment of repurchase price. The repurchase price of restricted shares granted for the first time in the company's incentive plan (including the deferred grant part in the first grant) is 7.76 yuan / share plus the sum of bank deposit interest in the same period.
The registration date of the restricted shares reserved for grant in the company's incentive plan is September 22, 2021. After the registration date, the company has not touched any matter to adjust the repurchase price of the restricted shares that have not been lifted. Therefore, the repurchase price of the reserved grant part of the company's incentive plan is 10.69 yuan / share plus the sum of bank deposit interest in the same period.
The above payment price of the company for repurchase of restricted shares is all from the company's own funds.
According to the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company's 2020 restricted stock incentive plan, which was deliberated and adopted at the first extraordinary general meeting of shareholders in 2020, the board of directors of the company has been authorized to handle matters related to the repurchase and cancellation of restricted shares, and it is not necessary to submit them to the general meeting of shareholders for deliberation (see "VIII. Other instructions" of this announcement for details). The company will handle the share cancellation registration involved in the repurchase cancellation and reduce the registered capital in accordance with relevant regulations, and fulfill the obligation of information disclosure in time.
3、 It is estimated that the changes of the company's share capital structure before and after the completion of the repurchase and cancellation
After the completion of the repurchase and cancellation of restricted shares, the total share capital of the company will be changed from 168219000 shares to 166836600 shares. The changes in the capital structure of the company are as follows:
Before category change and after this change
Shares with limited sales conditions 2675000
