Beijing Thunisoft Co.Ltd(300271) BEIJING THUNISOFTCORPORATIONLIMITED
Securities code: Beijing Thunisoft Co.Ltd(300271) securities abbreviation: Beijing Thunisoft Co.Ltd(300271) Announcement No.: 2022034
Beijing Thunisoft Co.Ltd(300271)
On Abolishing the restricted stock incentive plan in 2021
Announcement of some class II 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 Abolishing class II restricted shares in the 2021 restricted stock incentive plan at the 27th meeting of the seventh 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) Provisions on the adjustment of the grant price and repurchase price of restricted shares in the 2021 restricted stock incentive plan (Draft),
Beijing Thunisoft Co.Ltd(300271) BEIJING THUNISOFTCORPORATIONLIMITED
As well as the implementation of the company’s profit distribution plan in 2020, the exercise price of the company’s stock option incentive plan in 2018 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、 Reasons and number of class II restricted shares cancelled this time
(I) reasons for cancellation
According to the relevant provisions of Article 2 of Chapter IX of 3 Simei Media Co.Ltd(002712) 021 restricted stock incentive plan (Draft), 2169450 class II restricted shares granted to 228 incentive objects but not yet vested shall be invalidated 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 performance assessment requirements at the company level in the first vesting period of class II restricted stocks 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 2021 financial report of the company, the performance assessment of the company in 2021 failed to meet the standard, and 5580165 class II restricted shares that have been granted but not yet vested in the remaining first vesting period need to be invalidated.
(II) obsolete quantity
The total number of class II restricted shares granted but not yet vested is 7749615.
Beijing Thunisoft Co.Ltd(300271) BEIJING THUNISOFTCORPORATIONLIMITED
3、 Impact on the company’s performance
The cancellation of some class II 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.
4、 Opinions of independent directors
After verification, the independent directors believe that the cancellation of part of the class II restricted shares in the 2021 restricted stock incentive plan complies with relevant laws and regulations, normative documents and relevant provisions of the 2021 restricted stock incentive plan (Draft), does not damage the rights and interests of the company and all shareholders, will not have a significant impact on the company’s operating performance, and will not affect the diligence of the company’s management team. It is agreed that the company will cancel the second type of restricted shares granted but not yet vested in the 2021 restricted stock incentive plan.
5、 Opinions of the board of supervisors
After review, the board of supervisors of the company believes that: according to the relevant provisions of the restricted stock incentive plan in 2021 (Draft) and the administrative measures for the implementation and assessment of the restricted stock incentive plan in 2021, due to the resignation of some incentive objects, being elected as supervisors, death and the legal heir abandoning to inherit the restricted shares granted to them, Agree to cancel 2169450 class II restricted shares granted to 228 incentive objects but not yet vested; Due to the company’s failure to meet the performance assessment in 2021, it is agreed to cancel the 5580165 class II restricted shares granted but not yet vested in the first vesting period except for the above circumstances.
6、 Lawyer’s opinion
The company has obtained necessary approval and authorization for the implementation of this cancellation, and the resolution of this cancellation is legal and valid; The relevant matters cancelled this time comply with the relevant provisions of the company law, the securities law, the measures for the administration of equity incentive of listed companies and other laws and regulations, the articles of association and the 3 Simei Media Co.Ltd(002712) 021 restricted stock incentive plan (Draft); The company has fulfilled the corresponding information disclosure obligations for the implementation of this cancellation. With the promotion of relevant matters of this cancellation, it is still necessary to continue to fulfill the information disclosure obligations in accordance with the provisions of relevant laws and regulations.
7、 Opinion of independent financial advisor
The financial advisor believes that the repurchase and cancellation of class I restricted shares, the cancellation of class II restricted shares and other related matters comply with the relevant provisions of the measures for the administration of equity incentive of listed companies and the 2021 restricted stock incentive plan (Draft), and there is no situation that damages the interests of the listed company and all shareholders; The above matters still need to fulfill the obligation of information disclosure in accordance with relevant regulations, and go through the relevant procedures for the repurchase and cancellation of class I restricted shares at Shenzhen Stock Exchange in accordance with relevant regulations.
8、 Documents for future reference
1. Resolutions of the 27th meeting of the 7th board of directors;
2. Resolutions of the 22nd Meeting of the 7th board of supervisors;
3. Independent opinions of independent directors on relevant matters;
4. Beijing fenxun law firm’s legal opinion on the Beijing Thunisoft Co.Ltd(300271) 2021 restricted stock incentive plan to repurchase and cancel some class I restricted shares and cancel some class II restricted shares;
Beijing Thunisoft Co.Ltd(300271)
