Securities code: 300070 securities abbreviation: Beijing Originwater Technology Co.Ltd(300070) Announcement No.: 2022-001 Beijing Originwater Technology Co.Ltd(300070)
About 2019 restricted stock incentive plan
Announcement on completion of cancellation of some granted restricted shares
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. The number of restricted shares cancelled in this repurchase is 10000000 shares, accounting for 0.28% of the total share capital of 3634209363 shares of Beijing Originwater Technology Co.Ltd(300070) (hereinafter referred to as "the company") before repurchase.
2. The number of people involved in this repurchase cancellation is 9. The repurchase price of restricted shares in the Beijing Originwater Technology Co.Ltd(300070) 2019 restricted stock incentive plan (hereinafter referred to as "2019 restricted stock incentive plan") is 4.641 yuan / share, and the total repurchase amount is 46410000.00 yuan.
3. After the cancellation of this repurchase, the total share capital of the company will be changed from 3634209363 shares to 3624209363 shares.
4. The cancellation of this repurchase was completed in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on January 7, 2022.
1、 Summary of the implementation of restricted stock incentive plan in 2019
1. On April 15, 2019, The 22nd Meeting of the 4th board of directors of the company deliberated and adopted the proposal on and its summary, the proposal on < Beijing Originwater Technology Co.Ltd(300070) 2019 restricted stock incentive plan implementation assessment management measures, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to 2019 restricted stock incentive plan ； The independent directors of the company expressed independent opinions on the incentive plan (Draft).
2. On April 15, 2019, The 12th meeting of the 4th board of supervisors of the company deliberated and adopted the proposal on and its summary, the proposal on < Beijing Originwater Technology Co.Ltd(300070) 2019 restricted stock incentive plan implementation assessment management measures, and the proposal on verification opinions on the list of incentive objects of < Beijing Originwater Technology Co.Ltd(300070) 2019 restricted stock incentive plan (Draft) 。
3. On April 30, 2019, the board of supervisors of the company issued the review opinions and publicity statement on the list of incentive objects of the company's restricted stock incentive plan in 2019.
4. On May 6, 2019, the company held the 2018 annual general meeting of shareholders, The proposal on and its summary, the proposal on < Beijing Originwater Technology Co.Ltd(300070) 2019 restricted stock incentive plan implementation and assessment management measures, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to 2019 fixed-term stock incentive plan were reviewed and adopted. At the same time, the company disclosed the self inspection report on the trading of the company's shares by insiders and incentive objects of the company's restricted stock incentive plan in 2019 according to the verification of the trading of the company's shares by insiders.
5. According to the authorization of the company's 2018 annual general meeting of shareholders, the company held the 24th Meeting of the Fourth Board of directors on May 29, 2019, deliberated and adopted the proposal on adjusting the 2019 restricted stock incentive plan and the proposal on matters related to the grant of the 2019 restricted stock incentive plan. After this adjustment, the grant price of restricted shares in the 2019 restricted stock incentive plan is RMB 4.641. Meanwhile, the board of directors of the company agreed to determine the grant date of the company's restricted stock incentive plan in 2019 as May 29, 2019; Three independent directors of the company expressed independent opinions, considered that the method for confirming the subject qualification of incentive objects was legal and effective, and the determined authorization date met relevant regulations, and agreed that 9 incentive objects were granted 20 million restricted shares. 6. On May 29, 2019, the 14th meeting of the Fourth Board of supervisors of the company deliberated and approved the proposal on matters related to the grant of restricted stock incentive plan in 2019. The board of supervisors checked the list of incentive objects of restricted stock incentive plan in 2019 and agreed that the incentive objects were granted restricted shares in accordance with the relevant provisions of restricted stock incentive plan in 2019.
7. On June 1, 2020, the 43rd meeting of the 4th board of directors of the company deliberated and approved the proposal on unlocking the first unlocking period of 2019 restricted stock incentive plan. The board of directors considered that the unlocking conditions of the first unlocking period of 2019 restricted stock incentive plan of the company had been met, It is agreed that the company will handle the unlocking procedures for a total of 10 million restricted shares held by 9 incentive objects in the first unlocking period of this incentive plan. The independent directors of the company have expressed their independent opinions on relevant matters.
8. On June 1, 2020, the 25th meeting of the Fourth Board of supervisors of the company considered and approved the proposal on unlocking the first unlocking period of the restricted stock incentive plan in 2019. The board of supervisors considered that the unlocking conditions of the first unlocking period of the restricted stock incentive plan in 2019 had been met, and the unlocking qualifications of 9 incentive objects of the company were legal and effective. It is agreed that the company will handle the unlocking procedures for a total of 10 million restricted shares held by the above nine incentive objects in the first unlocking period of the incentive plan.
9. On March 30, 2021, the second meeting of the Fifth Board of directors of the company considered and approved the proposal on repurchase and cancellation of some restricted shares, and agreed to repurchase and cancel 10 million granted but not unlocked restricted shares that did not meet the unlocking conditions specified in the 2019 restricted stock incentive plan. According to the provisions of the company's 2019 restricted stock incentive plan, the company implemented cash dividends after the incentive object was granted restricted shares, and the repurchase price of the unlocked restricted shares needs to be adjusted accordingly. Since the cash dividends involved in the unlocked restricted shares are managed by the company, the company did not actually distribute them to the incentive object, Therefore, the actual repurchase price is still the grant price of 4.641 yuan / share.
10. On March 30, 2021, the second meeting of the Fifth Board of supervisors of the company deliberated and approved the proposal on repurchase and cancellation of some restricted shares, and considered that the procedures, basis, repurchase quantity and price of the restricted shares granted but not unlocked under the 2019 restricted stock incentive plan, which did not meet the unlocking conditions, were in line with relevant regulations, It is legal and valid and meets the cancellation conditions. The company agrees to repurchase and cancel 10 million restricted shares granted but not yet unlocked in the second unlocking period of the restricted stock incentive plan in 2019.
2、 Reasons, quantity and price of this restricted stock repurchase
(I) reasons and quantity of repurchase
According to the provisions of the company's restricted stock incentive plan in 2019, the unlocking condition of the second unlocking period of the restricted stock incentive plan in 2019 is based on the net profit value in 2018, and the net profit growth rate in 2020 is not less than 8%.
In 2020, the company's net profit was 1143.22 million yuan, and the company's net profit in 2018 was 1244.5195 million yuan. Therefore, the company's operating performance in 2020 failed to meet the unlocking conditions of the second unlocking period of the restricted stock incentive plan in 2019. Therefore, the company will repurchase 10 million restricted shares granted but not yet unlocked in the second unlocking period of the restricted stock incentive plan in 2019. The number of restricted shares repurchased this time accounts for 0.28% of the total share capital of the company before repurchase cancellation.
(II) repurchase price
According to the relevant provisions of "chapter XIV principles for repurchase and cancellation of restricted shares" of the company's restricted stock incentive plan in 2019, after the restricted shares granted to the incentive object are registered, if the company has any events that affect the total share capital or stock price of the company, such as capital reserve conversion to share capital, distribution of stock dividends, share splitting, allotment or reduction of shares, dividend distribution, etc, The company shall adjust the repurchase price of restricted shares that have not been lifted.
As the cash dividends in 2019 related to the cancellation of the unlocked restricted shares in this repurchase are managed by the company and not actually distributed before this repurchase, the actual repurchase price paid by the company to the incentive object during this repurchase of restricted shares is still 4.641 yuan / share.
(III) source of funds
The repurchase funds paid by the company for the repurchase and cancellation of restricted shares are the company's own funds.
3、 Capital verification and completion of this repurchase cancellation
1. Daxin Certified Public Accountants (special general partnership) verified the cancellation of the restricted stock repurchase and issued the capital verification report dxyz [2021] No. 1-00163. After the cancellation of the repurchase, the total share capital of the company was changed from 3634209363 shares to 3624209363 shares.
2. Upon review and confirmation by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the cancellation of some restricted stock repurchase of the company has been completed on January 7, 2022.
4、 Table of changes in share capital structure after the completion of this repurchase and cancellation
Before this change, this increase or decrease is changed after this change
Nature of shares
Number (share) proportion% (+ / -) (share) number (share) proportion%
1、 Circulation of 1093228762 30.08 - 10000000 1083228762 29.89 shares with limited sales conditions
Executive lock up shares 613615993 16.88 - 613615993 16.93
Restricted shares after IPO 469612769 12.92 - 469612769 12.96
Equity incentive restricted shares 10000000 0.28 - 10000000 --
2、 Circulation of 2540980601 69.92 - 2540980601 70.11 shares without sale conditions
3、 Total share capital 3634209363 100.00 - 10000000 3624209363 100.00
5、 The impact of the cancellation of some restricted shares in this repurchase on the company
The repurchase and cancellation of the company will not have a significant impact on the company's financial status and operating results, and will not affect the diligence of the company's management team. The company's management team will continue to earnestly perform their duties and strive to create value for the majority of the company's shareholders.
It is hereby announced.
Beijing Originwater Technology Co.Ltd(300070) board of directors
January 7, 2002
