Securities code: Zhejiang Founder Motor Co.Ltd(002196) securities abbreviation: Zhejiang Founder Motor Co.Ltd(002196) Announcement No.: 2022034 Zhejiang Founder Motor Co.Ltd(002196)
The part of repurchase cancellation that has been granted but has not been unlocked
Announcement of restricted shares
The company and its directors, supervisors and senior managers guarantee that the contents of the announcement are true, accurate and complete, and are liable for false records, misleading statements or major omissions in the announcement.
Zhejiang Founder Motor Co.Ltd(002196) (hereinafter referred to as ” Zhejiang Founder Motor Co.Ltd(002196) ” or “the company”) held the 16th meeting of the 7th board of directors and the 10th meeting of the 7th board of supervisors on April 14, 2022, and deliberated and adopted the proposal on repurchase and cancellation of some authorized but unlocked restricted shares. This proposal needs to be submitted to the general meeting of shareholders for deliberation. The relevant matters are hereby announced as follows:
1、 Decision making procedures and approval of equity incentive plan
1. On March 27, 2021, the 37th meeting of the sixth board of directors of the company deliberated and approved the proposal on the 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the 2021 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 the 2021 restricted stock incentive plan. The independent directors of the company The law firm expressed its opinions and the relevant proposals were considered and adopted at the 30th meeting of the sixth board of supervisors of the company. 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 incentive plan and explained the publicity.
2. On April 14, 2021, the first extraordinary general meeting of the company in 2021 deliberated and approved the proposal on the 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the 2021 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 the 2021 restricted stock incentive plan. The company’s implementation of the incentive plan is approved, and the board of directors is authorized to determine the grant date, grant restricted shares to the incentive object when the incentive object meets the conditions, and handle all matters necessary for the grant.
3. On May 6, 2021, the third meeting of the seventh board of directors and the third meeting of the seventh board of supervisors deliberated and approved the proposal on adjusting the list of some incentive objects granted by the 2021 restricted stock incentive plan and the proposal on granting restricted shares to the incentive objects of the 2021 restricted stock incentive plan. The independent directors of the company expressed independent opinions on this, and the board of supervisors verified the list of incentive objects on the grant date and expressed their consent.
4. On May 12, 2021, the announcement on the correction of the list of incentive objects of the restricted stock incentive plan in 2021 was disclosed. On May 7, 2021, the serial number 97 “Guo Jingyi” in the list of middle-level managers and core business (technical) personnel in the list of incentive objects of Zhejiang Founder Motor Co.Ltd(002196) 2021 (adjusted) of the restricted stock incentive plan was corrected to the English name “Guo Jingyi”. The independent directors of the company issued independent opinions and the board of supervisors issued verification opinions, and believed that the personnel in the list of incentive plan objects met the incentive object conditions specified in relevant laws, regulations and normative documents, met the scope of incentive objects determined by the company’s incentive plan, and their subject qualification as incentive objects of the company’s incentive plan was legal and effective.
5. On May 21, 2021, the 2020 annual general meeting of shareholders of the company deliberated and approved the proposal on adjusting the list of incentive objects of the 2021 restricted stock incentive plan.
From the grant date of the incentive plan to the registration date, Ms. Xu Huayue, the director, deputy general manager and chief financial officer of the company, voluntarily gave up the subscription of some restricted shares to be granted to her due to her personal financial situation, and the number of restricted shares she gave up the subscription was 250000 shares. The number of restricted shares granted by the company was adjusted from 31 million shares to 30.75 million shares, and 182 granted objects were not adjusted.
6. On November 3, 2021, the company held the 10th meeting of the 7th board of directors and deliberated and approved the proposal on repurchase and cancellation of some restricted shares in 2021. The company decided to repurchase and cancel 530000 shares of restricted shares granted but not unlocked by the resignation incentive object.
7. On April 14, 2022, the company held the 16th meeting of the seventh board of directors, deliberated and approved the proposal on repurchase and cancellation of some granted but not unlocked restricted shares. The company decided to repurchase and cancel 195000 shares of restricted shares granted but not unlocked to the resignation incentive object.
2、 Reason, quantity, price and capital source of repurchase cancellation
(I) reasons for repurchase cancellation
Three incentive objects in the company’s restricted stock incentive plan in 2021 have failed to meet the incentive conditions due to their resignation. According to the provisions on the resignation of incentive objects in Article 2 of Chapter XII of the company’s restricted stock incentive plan (Draft): if the incentive object resigns due to the following reasons, the restricted shares that have been released by the incentive object will continue to be valid, The restricted shares that have not been lifted after resignation will be repurchased and cancelled by the company at the grant price: 1. The employment contract between the incentive object and the company expires and both parties will not renew the contract; 2. The employment contract between the incentive object and the company has not expired, and the incentive object is dismissed because his personal performance does not meet the standards specified in the assessment management measures; 3. The incentive object submits his resignation to the company before the expiration of the employment contract with the company and is approved by the company; 4. The employment contract between the incentive object and the company has not expired, leaves the company without the consent of the company, or is dismissed by the company due to violation of law, violation of professional ethics, disclosure of company secrets, dereliction of duty or dereliction of duty and other acts that seriously damage the interests or reputation of the company. And the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021 adopted at the first extraordinary general meeting of shareholders in 2021 “Authorize the board of directors to go through the procedural procedures such as the change and termination of the restricted stock incentive plan, including but not limited to the cancellation of the incentive object’s qualification for lifting the restriction on sales, the repurchase and cancellation of the restricted stock of the incentive object that has not been lifted, the inheritance of the deceased incentive object’s restricted stock that has not been lifted, and the termination of the company’s restricted stock incentive plan”, The company decided to repurchase and cancel 195000 restricted shares granted to the above three incentive objects but not unlocked.
(II) number of repurchases cancelled
Zhang Shuai, Wang Chong and Sheng Wei were granted 195000 restricted shares in 2021 on May 6, 2021, accounting for 0.63% of the total restricted shares granted by the restricted stock incentive plan in 2021 and 0.04% of the current total share capital of the company.
(III) repurchase price
According to the relevant provisions of “chapter XIV principles and procedures for repurchase and cancellation of restricted stocks” in the company’s restricted stock incentive plan (Draft): if the company repurchases and cancels restricted stocks according to the provisions of this incentive plan, unless otherwise agreed in this incentive plan, the repurchase price is the grant price, except that the repurchase price needs to be adjusted according to this incentive plan. The repurchase price is 3.50 yuan / share.
(IV) capital source of the company’s repurchase
The repurchase price paid by the company for this restricted stock repurchase is all the company’s own funds.
3、 Changes in the company’s share capital after the cancellation of this repurchase
After the repurchase and cancellation of restricted shares, the total number of shares of the company will be changed from 498914930 shares to 498719930 shares. In 2021, the number of restricted stock incentive objects was adjusted to 174 and the number of restricted shares was adjusted to 3 Shanxi Securities Co.Ltd(002500) 0.
The company will timely disclose the changes in the total number of shares and capital structure of the company after the completion of the repurchase and cancellation of restricted shares.
4、 Impact on the company
The repurchase and cancellation of the company’s restricted shares will not affect the implementation of the company’s equity incentive plan, have a significant impact on the company’s financial status and operating results, or affect the diligence of the company’s management team. The company’s management team will continue to earnestly perform their duties and create value for shareholders.
5、 Opinions of independent directors
According to the relevant provisions of the company’s restricted stock incentive plan for 2021 (Draft), three incentive objects in the company’s restricted stock incentive plan for 2021 have failed to meet the incentive conditions due to their resignation. It is agreed that the company will repurchase and cancel the restricted shares granted to the above-mentioned resignation incentive objects but not unlocked this time. The repurchase and cancellation of some restricted shares of the company this time complies with the relevant provisions of the measures for the administration of equity incentive, the memorandum on equity incentive and the company’s incentive plan for restricted shares in 2021 (Draft), and the procedures are legal and effective.
6、 Opinions of the board of supervisors
In view of the fact that three of the incentive objects granted restricted shares in the company’s 2021 restricted stock incentive plan (Draft) have resigned, the company will repurchase and cancel 195000 restricted shares held by the incentive object that have been granted but have not been lifted.
The board of supervisors considered that the repurchase and cancellation of some restricted shares met the relevant provisions of the administrative measures for equity incentive of listed companies and the company’s incentive plan for restricted shares in 2021 (Draft), and agreed to repurchase and cancel 195000 restricted shares at the price of 3.50 yuan / share.
7、 Conclusion of lawyer’s legal opinion
LV Rong and Wu Yuanli, lawyers of Zhejiang Liuhe law firm, believe that as of the issuance date of this legal opinion, the cancellation of this repurchase has obtained the necessary approval and authorization at this stage. The reason, quantity and price of this repurchase cancellation comply with the relevant provisions of the administrative measures and incentive plan, and this repurchase cancellation complies with the company law, securities law, administrative measures and other relevant laws and regulations Relevant provisions of normative documents, articles of association and incentive plan.
8、 Documents for future reference
1. Resolutions of the 16th meeting of the 7th board of directors;
2. Resolutions of the 10th meeting of the 7th board of supervisors;
3. Independent opinions of independent directors on matters related to the 16th meeting of the seventh board of directors;
4. Legal opinion of Zhejiang Liuhe law firm on matters related to the repurchase and cancellation of some restricted shares under the Zhejiang Founder Motor Co.Ltd(002196) 2021 restricted stock incentive plan.
It is hereby announced!
Zhejiang Founder Motor Co.Ltd(002196) board of directors
April 15, 2022
