Securities code: 002373 securities abbreviation: China Transinfo Technology Co.Ltd(002373) Announcement No.: 2022-001
China Transinfo Technology Co.Ltd(002373)
Suggestive announcement on unlocking the listing and circulation of shares in the third unlocking period of the first grant part and the second unlocking period of the reserved grant part of the restricted stock incentive plan in 2018
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 company’s restricted stock incentive plan in 2018 granted some incentive objects in the third unlocking period for the first time, with a total of 404 unlocked incentive objects, and a total of 6839600 unlocked restricted shares, accounting for 0.4326% of the company’s current total share capital. In view of the death of Park Jie, the incentive object granted for the first time, in 2020 due to the performance of his duties, according to the relevant provisions of the company’s 2018 restricted stock incentive plan (Draft), the restricted shares granted will be held by his designated heir or legal successor on his behalf and in accordance with the procedures specified in the pre death incentive plan, The board of directors decided that its personal performance assessment conditions would no longer be included in the conditions for lifting sales restrictions. When the company handled the unlocking of the second unlocking period in December 2020, because it has not determined the property heir or legal heir and has not paid relevant taxes, its restricted shares that can be unlocked in the second unlocking period have not been unlocked. At present, its property heir has been determined, This time, we jointly applied for the unlocking of restricted shares that can be unlocked in the second unlocking period and the third unlocking period of PuJie securities account. Therefore, a total of 6845300 restricted shares were unlocked in the first grant, accounting for 0.4330% of the current total share capital of the company.
2. In the second unlocking period of the reserved grant part of the company’s restricted stock incentive plan in 2018, 162 incentive objects were unlocked, and the number of unlocked restricted shares was 1923250, accounting for 0.1217% of the company’s total share capital.
3. The total number of incentive objects unlocked this time is 548, and the number of restricted shares unlocked is 8768550, accounting for 0.5547% of the current total share capital of the company. The actual number of shares that can be listed and circulated is 8768550.
4. The listing and circulation date of the unlocked shares is Wednesday, January 12, 2022.
China Transinfo Technology Co.Ltd(002373) (hereinafter referred to as “the company” and ” China Transinfo Technology Co.Ltd(002373) “) convened the 13th meeting of the 5th board of directors on December 29, 2021, deliberated and adopted the proposal on the achievement of unlocking conditions in the third unlocking period of the first granting part and the second unlocking period of the reserved granting part of the restricted stock incentive plan in 2018. The board of Directors considers that the company’s 2018 restricted stock incentive plan (hereinafter referred to as the “incentive plan”)
The third sales restriction period set for the first grant has expired on November 30, 2021 and the unlocking conditions have been fulfilled. The second sales restriction period set for the reserved grant has expired on November 26, 2021 and the unlocking conditions have been fulfilled. According to the authorization of the third extraordinary general meeting of shareholders in 2018 to the board of directors, It is agreed to handle unlocking related matters in accordance with the relevant provisions of the China Transinfo Technology Co.Ltd(002373) 2018 restricted stock incentive plan (Draft). For details, see the announcement on the achievement of unlocking conditions in the third unlocking period of the first grant and the second unlocking period of the reserved grant of the restricted stock incentive plan in 2018 (Announcement No.: 2021-079) disclosed by the company on cninfo.com on December 30, 2021.
According to the authorization of the third extraordinary general meeting of shareholders of the company in 2018 to the board of directors, the board of directors handled the listing and circulation of unlocked shares in the third unlocking period of the first grant and the second unlocking period of the reserved grant in accordance with the relevant provisions of the incentive plan. The relevant matters are hereby announced as follows:
1、 Granting and implementation of restricted stock incentive plan in 2018
1. On November 14, 2018, the 19th meeting of the Fourth Board of directors held by the company deliberated and adopted the proposal of “2018 restricted stock incentive plan (Draft) > and its summary”. The independent directors of the company expressed independent opinions on this.
2. On November 14, 2018, the fourteenth meeting of the Fourth Board of supervisors held by the company considered and adopted proposals such as and its summary. The board of supervisors checked the list of incentive objects of the restricted stock incentive plan in 2018 and issued verification opinions.
3. On November 27, 2018, the company announced and disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects of the 2018 restricted stock incentive plan.
4. On November 30, 2018, the third extraordinary general meeting of shareholders in 2018 held by the company reviewed and approved the 2018 restricted stock incentive plan (Draft) and its summary, the proposal on formulating the management measures for the implementation and assessment of the 2018 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 equity incentive.
5. On November 30, 2018, the 20th meeting of the 4th board of directors and the 15th meeting of the 4th board of supervisors held by the company deliberated and approved the proposal on granting restricted shares to incentive objects, and determined that November 30, 2018 was the first granting date to grant 19.627 million restricted shares to 449 incentive objects for the first time, with the granting price of 6.17 yuan / share. The independent directors of the company expressed independent opinions on matters related to the grant of the restricted stock incentive plan, and the board of supervisors expressed verification opinions on the qualification of incentive objects.
During the initial grant of restricted shares, 14 incentive objects gave up their subscription for the restricted shares to be granted by the company for personal reasons. Therefore, the number of incentive objects granted for the first time in the plan was adjusted from 449 to 435, and the number of restricted shares granted for the first time was adjusted from 19627000 shares to 19013000 shares. The company has registered the first granting of 19.013 million restricted shares to 435 incentive objects in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. The listing date of restricted shares is December 28, 2018. 6. On April 9, 2019, the 23rd Meeting of the 4th board of directors and the 16th meeting of the 4th board of supervisors held by the company considered and approved the proposal on repurchase and cancellation of some restricted shares, and agreed that the company would repurchase and cancel 54000 shares of restricted shares granted but not unlocked to 2 incentive objects who left for personal reasons, with a repurchase price of 6.17 yuan / share, The number of restricted shares cancelled by this repurchase accounts for 0.28% and 0.00% of the total number of restricted shares granted for the first time in this equity incentive plan and the total share capital before repurchase and cancellation respectively.
7. On May 8, 2019, the 2018 annual general meeting of shareholders held by the company deliberated and approved the proposal on repurchase and cancellation of some restricted shares, and agreed to repurchase and cancel 54000 shares of restricted shares granted to 2 incentive objects who left for personal reasons but have not been unlocked, with a repurchase price of 6.17 yuan / share.
8. On May 21, 2019, the company held the 25th meeting of the 4th board of directors and the 18th meeting of the 4th board of supervisors, deliberated and adopted the proposal on adjusting the company’s 2018 restricted stock repurchase price. Since the company implemented the 2018 annual equity distribution plan, according to the relevant provisions of the company’s 2018 restricted stock incentive plan (Draft), Agree to adjust the repurchase price of the company from 6.17 yuan / share to 6.115 yuan / share. The independent directors of the company expressed independent opinions on this.
9. On July 9, 2019, the 27th meeting of the 4th board of directors and the 19th meeting of the 4th board of supervisors considered and adopted the proposal on repurchase and cancellation of some restricted shares, It is agreed that the company shall repurchase and cancel 92000 shares of restricted shares granted but not unlocked to 2 incentive objects who resigned for personal reasons and 1 incentive object who died due to illness and not due to performance of duties. The repurchase price is 6.115 yuan / share. The number of restricted shares repurchased and cancelled this time respectively accounts for 0.48% of the total number of restricted shares granted for the first time in the equity incentive plan and the total share capital before repurchase and cancellation 0.01%。
10. On October 23, 2019, the 29th meeting of the 4th board of directors and the 21st Meeting of the 4th board of supervisors held by the company deliberated and approved the proposal on repurchase and cancellation of some restricted shares, and agreed to repurchase and cancel 146000 shares of restricted shares granted but not unlocked to an incentive object who left for personal reasons, with a repurchase price of 6.115 yuan / share, The number of restricted shares cancelled by this repurchase accounts for 0.77% and 0.01% of the total number of restricted shares granted for the first time in this equity incentive plan and the total share capital before repurchase and cancellation respectively.
11. On November 26, 2019, the 31st meeting of the 4th board of directors and the 22nd Meeting of the 4th board of supervisors deliberated and adopted the proposal on granting reserved restricted shares to incentive objects. Agree to grant the reserved 4394000 restricted shares to 184 incentive objects according to the grant price of RMB 8.75/share, and determine November 26, 2019 as the grant date of the reserved restricted shares. The independent directors of the company have expressed independent opinions on the above proposal, and the board of supervisors of the company has confirmed the list of incentive objects of reserved restricted shares.
12. On December 4, 2019, the 32nd meeting of the 4th board of directors and the 23rd Meeting of the 4th board of supervisors deliberated and approved the proposal on repurchase and cancellation of some restricted shares, and agreed that the company would repurchase and cancel 88000 shares of restricted shares granted but not unlocked to an incentive object who resigned for personal reasons, with a repurchase price of 6.115 yuan / share, The number of restricted shares cancelled by this repurchase accounts for 0.46% and 0.01% of the total number of restricted shares granted for the first time in this equity incentive plan and the total share capital before repurchase and cancellation respectively.
13. On December 4, 2019, the 32nd meeting of the 4th board of directors and the 23rd Meeting of the 4th board of supervisors of the company deliberated and adopted the proposal on the achievement of unlocking conditions in the first unlocking period of restricted shares granted by the restricted stock incentive plan in 2018, The board of directors considered that the unlocking conditions of the first unlocking period set in the first granting part of the company’s restricted stock incentive plan in 2018 had been met, and agreed to unlock 5589900 restricted shares held by 428 incentive objects who met the unlocking conditions of the first unlocking period. Independent directors expressed independent opinions on the above proposals, and the board of supervisors issued verification opinions. The listing and circulation date of the unlocked shares is December 17, 2019.
14. On December 10, 2019, the company disclosed the announcement and verification opinions of the board of supervisors on the list of some incentive objects reserved for the 2018 restricted stock incentive plan. From November 27, 2019 to December 6, 2019, the company’s names and positions of some incentive objects reserved for the incentive plan are on the company’s official website（ http://www.ctfo.com. ）The board of supervisors issued the publicity statement and verification opinions on the list of reserved incentive objects.
15. On December 23, 2019, the company has completed the registration of 4394000 restricted shares of 184 incentive objects in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. the listing date of restricted shares is December 25, 2019.
16. On May 13, 2020, the 38th meeting of the 4th board of directors and the 28th meeting of the 4th board of supervisors considered and approved the proposal on repurchase and cancellation of some restricted shares, and agreed to repurchase and cancel 18900 shares of restricted shares granted but not unlocked to an incentive object who left for personal reasons, with a repurchase price of 6.115 yuan / share, The number of restricted shares cancelled in this repurchase accounts for 0.08% of the total number of restricted shares granted in this equity incentive plan and 0.001% of the total share capital before repurchase and cancellation.
17. On May 29, 2020, the second extraordinary general meeting of the company in 2020 deliberated and approved the proposal on repurchase and cancellation of some restricted shares, It is agreed to repurchase and cancel 398900 shares of restricted shares granted but not unlocked to 7 incentive objects who resigned for personal reasons and 1 incentive object who died unfortunately due to illness and not due to performance of duties involved in the company’s restricted stock incentive plan in 2018.
18. On June 29, 2020, the repurchase and cancellation of 398900 restricted shares granted to the above 8 incentive objects but not unlocked was completed in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. 19. On August 20, 2020, the company held the 41st meeting of the 4th board of directors and the 31st meeting of the 4th board of supervisors, deliberated and adopted the proposal on adjusting the company’s 2018 restricted stock repurchase price. Since the company implemented the 2019 annual equity distribution plan, according to the relevant provisions of the company’s 2018 restricted stock incentive plan (Draft), Agree to adjust the repurchase price of restricted shares granted for the first time from 6.115 yuan / share to 6.045 yuan / share, and the repurchase price of restricted shares reserved for grant from 8.75 yuan / share to 8.68 yuan / share. The independent directors of the company expressed independent opinions on this.
20. On August 20, 2020, the 41st meeting of the 4th board of directors and the 31st meeting of the 4th board of supervisors considered and approved the proposal on repurchase and cancellation of some restricted shares, and agreed that the company would repurchase and cancel 146600 shares of restricted shares granted to 5 incentive objects who left for personal reasons, of which, The repurchase price granted for the first time is 6.045 yuan / share, and the reserved repurchase price granted is 8.68 yuan / share. The number of restricted shares cancelled in this repurchase accounts for 0.63% of the total number of restricted shares granted in this equity incentive plan and 0.01% of the total share capital before repurchase and cancellation.
21. On October 27, 2020, the second meeting of the Fifth Board of directors and the second meeting of the Fifth Board of supervisors considered and approved the proposal on repurchase and cancellation of some restricted shares, and agreed that the company would repurchase and cancel 104100 shares of restricted shares granted to 5 incentive objects who resigned for personal reasons but have not yet been unlocked, of which the repurchase price granted for the first time is
