Securities code: Shandong Shuangyi Technology Co.Ltd(300690) securities abbreviation: Shandong Shuangyi Technology Co.Ltd(300690) Announcement No.: 2022006 Shandong Shuangyi Technology Co.Ltd(300690)
Announcement on the completion of repurchase and cancellation of some restricted shares and changes in 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. Shandong Shuangyi Technology Co.Ltd(300690) hereinafter referred to as “the company”) has 5100 restricted shares repurchased and cancelled this time, involving one person. The shares repurchased and cancelled this time account for 0.0031% of the total share capital of the company before cancellation. The repurchase and cancellation price is 6.1484 yuan / share, and the total repurchase amount is 3135684 yuan.
2. The company held the fourth meeting of the third board of directors and the first extraordinary general meeting of shareholders in 2021 on July 22, 2021 and November 30, 2021 respectively, and deliberated and adopted the proposal on repurchase and cancellation of some restricted shares granted for the first time. 3. On April 15, 2022, the company completed the repurchase and cancellation procedures of the above restricted shares in Shenzhen Branch of China Securities Depository and Clearing Corporation.
4. After the cancellation of the above shares, the total number of shares of the company was changed from 166317757 to 166312657. 1、 Description of completion of repurchase and cancellation of restricted shares and changes in shares
(I) brief description of the restricted stock incentive plan
1. On October 26, 2018, the company held the eighth interim meeting of the second board of directors, deliberated and passed the proposal on the company’s 2018 restricted stock incentive plan (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the 2018 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 2018 restricted stock incentive plan; The independent directors of the company expressed their independent opinions with explicit consent.
2. On October 26, 2018, the company held the eighth interim meeting of the second session of the board of supervisors, deliberated and passed the proposal on the company’s 2018 restricted stock incentive plan (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the 2018 restricted stock incentive plan, and the proposal on the verification opinions of the company’s list of incentive objects granted for the first time in the 2018 restricted stock incentive plan.
3. From October 29, 2018 to November 7, 2018, the company publicized the names and positions of the incentive objects in the company’s OA office system. During the publicity period, the board of supervisors of the company did not receive any objection to the list of the proposed incentive objects. On November 8, 2018, the board of supervisors of the company issued the review opinions and publicity statement on the list of incentive objects of the restricted stock incentive plan in 2018.
4. On November 13, 2018, the company held the second extraordinary general meeting of shareholders in 2018, deliberated and passed the proposal on the company’s 2018 restricted stock incentive plan (Draft) and its summary, the proposal on the company’s measures for the assessment and management of the implementation of 2018 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 2018 restricted stock incentive plan, It also disclosed the self inspection report on the insider information of the restricted stock incentive plan in 2018 and the purchase and sale of the company’s shares by the first incentive object.
5. On December 27, 2018, the company held the ninth interim meeting of the second board of directors and the ninth interim meeting of the second board of supervisors, which deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed independent opinions on this, and the board of supervisors verified the list of incentive objects granted restricted shares this time.
6. On January 9, 2019, the company completed the grant registration of restricted shares in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., and granted 1914667 restricted shares to 90 incentive objects at a grant price of 9.2226 yuan / share. The granting date of restricted shares is December 27, 2018 and the listing date is January 11, 2019. 7. On March 25, 2019, the company held the ninth interim meeting of the second board of directors and the ninth interim meeting of the second board of supervisors, which deliberated and adopted the proposal on granting restricted shares to incentive objects whose grant was suspended. The independent directors of the company issued independent opinions on this. The board of supervisors verified the list of incentive objects granted restricted shares this time.
8. On May 7, 2019, the company completed the registration of the granting of restricted shares to the incentive objects suspended this time in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. a total of 75333 shares of restricted shares were granted to one incentive object suspended, and the grant price was 9.2226 yuan / share. The granting date of restricted shares is March 25, 2019 and the listing date is May 7, 2019.
9. On June 21, 2019, the company held the 13th interim meeting of the second board of directors and the 13th interim meeting of the second board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares granted for the first time; On July 9, 2019, the first extraordinary general meeting of the company in 2019 deliberated and approved the proposal on repurchase and cancellation of some restricted shares granted for the first time. This repurchase and cancellation of 15000 restricted shares granted to one resignation incentive object but not yet lifted the restriction.
10. On December 24, 2019, the company completed the repurchase and cancellation procedures of 15000 shares of restricted shares that have been granted but not yet removed from the restricted sales of one resignation incentive object in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
11. On April 6, 2020, the 16th meeting of the second board of directors and the 16th meeting of the second board of supervisors of the company deliberated and adopted the proposal on the achievement of lifting the restrictions during the first lifting period of the first part of the restricted stock incentive plan in 2018. The independent directors of the company expressed independent opinions on this.
12. According to the relevant provisions of laws and regulations such as the administrative measures for the repurchase of social public shares by listed companies (for Trial Implementation), the supplementary provisions on the repurchase of shares by listed companies through centralized bidding and the detailed rules for the implementation of share repurchase by listed companies of Shenzhen Stock Exchange, the company applies to Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Corporation for the cancellation of repurchased shares. Upon review and confirmation by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the company’s matter on repurchase and cancellation of 15000 equity incentive shares was completed on December 24, 2019.
13. On April 6, 2020, the company held the 16th meeting of the second board of directors and the 16th meeting of the second board of supervisors, and deliberated and adopted the proposal on the achievement of lifting the restrictions during the first lifting period of the first part of the restricted stock incentive plan in 2018. The independent directors of the company expressed independent opinions on this.
14. On April 21, 2020, the company disclosed the suggestive announcement on lifting the listing and circulation of restricted shares in the first lifting period of the suspension of the grant of restricted stock incentive plan in 2018. A total of 626884 restricted shares of 89 people granted by the restricted stock incentive plan for the first time in 2018 were lifted and listed on April 24, 2020.
15. On July 23, 2020, the company held the 18th meeting of the second board of directors and the 18th meeting of the second board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares granted for the first time; On November 3, 2020, the first extraordinary general meeting of the company in 2020 deliberated and approved the proposal on repurchase and cancellation of some restricted shares granted for the first time. This repurchase and cancellation of 50474 restricted shares granted to one resignation incentive object but not yet lifted the restriction.
16. On July 23, 2020, the company held the 18th meeting of the second board of directors and the 18th meeting of the second board of supervisors, deliberated and adopted the proposal on the achievement of lifting the restrictions during the first lifting period of the suspension of the granting of restricted stock incentive plan in 2018, and the independent directors of the company expressed their independent opinions on this. On August 6, 2020, the company disclosed the suggestive announcement on lifting the listing and circulation of restricted shares in the first lifting period of the suspension of the grant of restricted stock incentive plan in 2018. A total of 24859 restricted shares granted to one person for the first time in the restricted stock incentive plan in 2018 were lifted and listed on August 10, 2020.
17. On March 14, 2021, the company held the second meeting of the third board of directors and the second meeting of the third board of supervisors, deliberated and adopted the proposal on the achievement of lifting the restrictions during the second lifting period for the first time granted by the restricted stock incentive plan in 2018, and the independent directors of the company expressed their opinions. On April 13, 2021, the company disclosed the suggestive announcement on the release of restricted shares in the second release period of the first grant of the restricted stock incentive plan in 2018. A total of 602031 restricted shares of 88 people granted by the restricted stock incentive plan for the first time in 2018 were released and listed for circulation, and the listing date was April 16, 2021.
18. On July 22, 2021, the company held the fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors, deliberated and adopted the proposal on adjusting the number of awards and repurchase price of restricted stock incentive plan in 2018.
19. On July 22, 2021, the company held the fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares granted for the first time; On November 30, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of some restricted shares granted for the first time. This repurchase and cancellation of 5100 restricted shares granted to one resignation incentive object but not yet lifted. (II) reasons, quantity, price and capital source of the repurchase and cancellation of restricted shares
1. Reasons for repurchase cancellation
According to the provisions of “Chapter VIII handling of changes between the company and the incentive object” in the incentive plan of the company: “if the incentive object’s contract expires and will not be renewed or resigns voluntarily, the restricted shares that have been released will not be handled, and the restricted shares that have been granted but have not been released will not be released, and the company will repurchase and cancel them at the grant price.” Joe dengbo, the incentive object of the company’s 2018 restricted stock incentive plan, has not met the incentive conditions due to his resignation. The company needs to repurchase and cancel the restricted shares granted to the incentive object but not unlocked.
2. Quantity and price of repurchase cancellation
Due to the resignation of one former incentive object of the company due to personal reasons, according to the provisions of the incentive plan, he is no longer qualified as an incentive object. The company plans to repurchase and cancel 5100 restricted shares that have been granted but not unlocked.
According to the provisions of “Chapter IX repurchase and cancellation of restricted shares” in the incentive plan, “if the cash dividends obtained by the incentive object due to the restricted shares granted are collected by the company, they shall be paid to the incentive object as dividends payable when the restricted shares are lifted, and the repurchase price of the restricted shares that have not been lifted will not be adjusted.” And “Chapter VII respective rights and obligations of the company and incentive objects” “When the company makes cash dividends, the cash dividends that should be obtained by the incentive object for the restricted shares granted to it shall be enjoyed by the incentive object after withholding and paying personal income tax. In principle, the company shall collect them on behalf of the incentive object, and return them to the incentive object when the restricted shares are lifted; if the restricted shares are not lifted, the corresponding cash dividends shall be recovered by the company and subject to corresponding accounting treatment.”.
The restricted shares written off in this repurchase are those that have not yet been lifted, and their dividends will be collected by the company. After the cancellation of shares, the company will recover the cash dividends and make corresponding accounting treatment according to the above provisions. Therefore, the repurchase price of restricted shares cancelled in this repurchase is 6.1484 yuan / share. The total repurchase amount is 3135684 yuan.
3. Source of funds for repurchase
The repurchase price paid by the company for this restricted stock repurchase is all the company’s own funds.
(III) completion of this repurchase cancellation
Daxin Certified Public Accountants (special general partnership) verified the cancellation of some restricted stock repurchase and issued the capital verification report “Daxin Yan Zi [2021] No. 310011”.
After examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the repurchase and cancellation of some restricted shares of the company has been completed on April 15, 2022, and the total share capital of the company has changed from 166317757 shares to 166312657 shares.
(IV) changes in share capital structure after the completion of this restricted stock repurchase and cancellation
Before and after the current change of shares
Number (share) proportion (%) decrease (share) number (share) proportion (%)
1、 Restricted sales conditions: circulating 5668156000 34.0851005667646000 34.08 shares / non circulating shares
Executive lock up shares 5571272200 33.505571272200 33.50
Equity incentive restricted shares 96883800 0.58510096373800
