Beijing Thunisoft Co.Ltd(300271) BEIJING THUNISOFTCORPORATIONLIMITED
Securities code: Beijing Thunisoft Co.Ltd(300271) securities abbreviation: Beijing Thunisoft Co.Ltd(300271) Announcement No.: 2022033
Beijing Thunisoft Co.Ltd(300271)
On repurchase and cancellation of 2021 restricted stock incentive plan
Announcement of some class I restricted stocks
The company and all members of its board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Beijing Thunisoft Co.Ltd(300271) (hereinafter referred to as “the company”) deliberated and adopted the proposal on repurchase and cancellation of class I restricted shares in the 2021 restricted stock incentive plan at the 27th meeting of the 7th board of directors held on April 14, 2022. The relevant matters are hereby announced as follows:
1、 Brief introduction of the company’s restricted stock incentive plan
On February 10, 2021, the company held the 19th meeting of the 7th board of directors and the 15th meeting of the 7th board of supervisors respectively, deliberated and adopted the proposal on 3 Simei Media Co.Ltd(002712) 021 restricted stock incentive plan (Draft) and its summary and related matters, and the independent directors of the company expressed clear consent to the relevant matters.
From February 11, 2021 to February 21, 2021, the company publicized the list and positions of the objects granted by the incentive plan on the company’s official website. During the publicity period, the board of supervisors of the company did not receive any objection from anyone. On February 22, 2021, the board of supervisors of the company issued the audit opinions and publicity instructions of Beijing Thunisoft Co.Ltd(300271) board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2021.
On February 26, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on Beijing Thunisoft Co.Ltd(300271) 2021 restricted stock incentive plan (Draft) and its summary and other relevant proposals, and authorized the board of directors to handle matters related to the restricted stock incentive plan. On the same day, the company disclosed Beijing Thunisoft Co.Ltd(300271) the self inspection report on the trading of the company’s shares by insiders and incentive objects of the restricted stock incentive plan in 2021.
On February 26, 2021, the company held the 20th meeting of the 7th board of directors and the 16th meeting of the 7th board of supervisors respectively, deliberated and adopted the proposal on granting restricted shares to the incentive objects of the 2021 restricted stock incentive plan. The board of supervisors verified the list of incentive objects granted with restricted shares, and the independent directors expressed their independent opinions on relevant matters. Taking February 26, 2021 as the grant date, 1411 incentive objects were granted 12.99 million class I restricted shares and 1491 incentive objects were granted 20.77 million class II restricted shares.
On March 11, 2021, the company issued the announcement on the completion of the registration of the grant of class I restricted shares under the restricted stock incentive plan in 2021. The incentive objects who actually subscribed for the first class of restricted shares were 1363, the actual subscription number was 128317 million shares, and the grant price was 9.98 yuan / share.
On June 28, 2021, the company held the 22nd Meeting of the 7th board of directors and the 18th meeting of the 7th board of supervisors respectively, (1) deliberated and adopted the proposal on adjusting the exercise price of 2018 stock option incentive plan and the grant price and repurchase price of 2021 restricted stock incentive plan, according to the adjustment provisions of stock option exercise price in 2018 stock option incentive plan (Draft) The regulations on the adjustment of the grant price and repurchase price of restricted shares in the 2021 restricted stock incentive plan (Draft), as well as the implementation of the company’s profit distribution plan in 2020, and the company’s 2018 stock option incentive plan
Beijing Thunisoft Co.Ltd(300271) BEIJING THUNISOFTCORPORATIONLIMITED
The exercise price was adjusted from 14.77 yuan / share to 14.73 yuan / share. The company’s restricted stock incentive plan in 2021 suspended the grant of some class I restricted shares, and the grant price was adjusted from 9.98 yuan / share to 9.94 yuan / share; The repurchase price of class I restricted shares was adjusted from 9.98 yuan / share to 9.94 yuan / share; The grant price of class II restricted shares was adjusted from 18.96 yuan / share to 18.92 yuan / share; (2) The proposal on granting restricted shares to the incentive object whose grant was suspended under the 2021 restricted stock incentive plan was reviewed and approved, and it was agreed to grant 160000 class I restricted shares to the incentive object Mr. Ren Gang on July 7, 2021, with the grant price of 9.94 yuan / share. The board of supervisors verified the list of incentive objects granted restricted shares this time; (3) The proposal on repurchase and cancellation of some restricted shares was deliberated and adopted. The board of directors and the board of supervisors agreed to repurchase and cancel 196200 class I restricted shares granted but not unlocked to 37 incentive objects who resigned.
On July 14, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of some restricted shares. The general meeting of shareholders agreed to repurchase and cancel 196200 class I restricted shares granted but not unlocked to 37 incentive objects who left the company.
On July 15, 2021, the company issued the announcement on the completion of the registration of the suspension of the grant of some class I restricted shares under the restricted stock incentive plan in 2021. The incentive object of the suspension of the grant of some class I restricted shares is one, the number of subscription is 160000 shares, and the grant price is 9.94 yuan / share.
On October 26, 2021, the company issued the announcement on the cancellation of restricted stock repurchase plan of Shenzhen Branch, which was confirmed on October 26, 2021. On April 14, 2022, the company held the 27th meeting of the 7th board of directors and the 22nd Meeting of the 7th board of supervisors respectively, deliberated and approved the proposal on repurchase and cancellation of class I restricted shares in the 2021 restricted stock incentive plan and the proposal on cancellation of class II restricted shares in the 2021 fixed-term stock incentive plan. The independent directors of the company expressed clear consent on relevant matters. 2、 Reason, quantity and price of this repurchase cancellation
(I) reasons for repurchase cancellation
According to the relevant provisions of Article 2 of Chapter 9 of the incentive plan for restricted shares in 3 Simei Media Co.Ltd(002712) 021 (Draft), 959000 class I restricted shares granted to 151 incentive objects but not yet lifted the restriction shall be repurchased and cancelled due to the resignation of some incentive objects, being elected as supervisors, death and the legal heir giving up inheriting the restricted shares granted to them.
In addition, according to the relevant provisions of the Beijing Thunisoft Co.Ltd(300271) 2021 restricted stock incentive plan (Draft) and the measures for the administration of the implementation and assessment of Beijing Thunisoft Co.Ltd(300271) 2021 restricted stock incentive plan, the company level performance assessment requirements of the first restricted stock lifting period are “based on the net profit in 2020, the net profit growth rate in 2021 shall not be less than 100%”. According to the audited financial report of the company in 2021, if the performance assessment of the company in 2021 fails to meet the standard, 3550950 shares of class I restricted shares that have been granted but not lifted in the first lifting period shall be repurchased and cancelled.
(II) repurchase quantity and repurchase price
The total number of class I restricted shares granted but not lifted is 4509950 shares to be repurchased and cancelled this time. The repurchase price is 9.94 yuan / share, which is determined according to the relevant provisions of 3 Simei Media Co.Ltd(002712) 021 restricted stock incentive plan (Draft). The total amount of funds to be used for repurchase is 44828903 yuan, and the source of repurchase funds is the company’s own funds.
Beijing Thunisoft Co.Ltd(300271) BEIJING THUNISOFTCORPORATIONLIMITED
3、 Changes in share capital structure after the completion of this repurchase and cancellation
Before this change, this change increases or decreases after this change
Nature of shares (+, -)
Proportion of number of shares (shares)% increase proportion of number of shares (shares)% decrease
1、 Restricted conditions tradable shares / non tradable shares 10956963213.22450995010505968212.74
Executive lock up shares 9677413211.679677413211.74
Equity incentive restricted shares 127955001.54450995082855501.00
2、 Tradable shares without restrictions 71950134186.7871950134187.26
3、 Total share capital 829070973100.004509950824561023100.00
Note: 1. The equity structure before the change of equity structure is based on the data of the issuer’s share capital structure table issued by China Securities Clearing Co., Ltd. with the equity registration date of April 12, 2022;
2. Changes in the actual share capital structure shall be subject to the amount confirmed by China Securities Depository and Clearing Co., Ltd.
3. The data tail difference in the table is caused by rounding.
4、 Impact on the company’s performance
After the repurchase and cancellation of restricted shares, the number of class I restricted shares granted by the company’s stock incentive plan will be reduced by 4509950 shares, and the total share capital of the company will be reduced by 4509950 shares.
After the cancellation of this repurchase, the earnings per share in 2021 is 0.3573 yuan based on the diluted share capital of 824561023 shares.
The repurchase and cancellation of some class I restricted shares will not have a material impact on the company’s financial status and operating results, nor will it affect the diligence of the company’s management team. The company’s management team will continue to earnestly perform their duties and strive to maximize shareholder value.
5、 Opinions of independent directors
After verification, the independent directors believe that the repurchase and cancellation of the company complies with the relevant laws and regulations, normative documents such as the company law, the securities law and the relevant provisions of the restricted stock incentive plan (Draft) in 2021, does not damage the rights and interests of the company and all shareholders, will not have a significant impact on the operating performance of the company, and will not affect the diligence of the management team of the company. Agree that the company repurchases and cancels some of the class I restricted shares granted but not unlocked in the 2021 restricted stock incentive plan, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
6、 Opinions of the board of supervisors
After review, the board of supervisors of the company believes that according to the 2021 restricted stock incentive plan（
