Securities code: 002548 securities abbreviation: Shenzhen Kingsino Technology Co.Ltd(002548) Announcement No.: 2022-007 bond Code: 128036 bond abbreviation: Jinnong convertible bond
Shenzhen Kingsino Technology Co.Ltd(002548)
Announcement on repurchase and cancellation of 2020 restricted shares granted to some incentive objects but not unlocked
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.
The 22nd (Interim) meeting of the 5th board of directors and the 20th (Interim) meeting of the 5th board of supervisors convened by Shenzhen Kingsino Technology Co.Ltd(002548) (hereinafter referred to as “the company”) on January 10, 2022 considered and adopted the proposal on repurchase and cancellation of 2020 restricted shares granted but not unlocked by some incentive objects, In view of the fact that Liu Feng, Yao yuan, Zou Jing, major, Dong Peng, Tan Qingliang, Huang Zhiming, Huang Yufeng, Yang Hewei and Du Jinxin, the incentive objects granted by the restricted stock incentive plan for the first time in 2020, and the reserved incentive objects granted for some reasons, have resigned voluntarily and no longer meet the incentive object qualification, the incentive objects of the atomic Company granted for the first time are Deng Meng, Zhang Liping, Lu Yingran, Qi Yanming Xu Bin, Zhang Meicheng, Zhang Hongliang, Zhao Jie and Li Jipeng and Ouyang Xiaoping, the incentive objects of the atomic company reserved for grant, no longer meet the qualification of incentive objects because the company sells subsidiaries. According to the relevant provisions of the Shenzhen Kingsino Technology Co.Ltd(002548) 2020 restricted stock incentive plan (hereinafter referred to as the “incentive plan”), the above personnel do not meet the incentive conditions. The company agrees to repurchase and cancel 1673900 shares of restricted shares granted but not yet lifted held by the above personnel. The repurchase price of the first grant part is 2.9238 yuan / share, and the repurchase price of the reserved grant part is 2.93 yuan / share. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. The convening time of the general meeting of shareholders will be notified separately. The relevant matters are explained as follows:
1、 Basic information of this equity incentive plan
1. On February 28, 2020, The 48th (Interim) meeting of the 4th board of directors held by the company considered and adopted the proposal on and its summary, the proposal on , and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, Independent directors have expressed their independent opinions on the incentive plan.
2. On February 28, 2020, The 36th (Interim) meeting of the 4th board of supervisors held by the company deliberated and adopted the proposal on and its summary, the proposal on , and In the proposal on verifying the list of incentive objects granted for the first time in the company’s 2020 restricted stock incentive plan, the board of supervisors issued review opinions on the list of incentive objects granted for the first time and agreed to implement the incentive plan.
3. On February 29, 2020, the company posted on its official website（ http://www.kingsino.cn. ）And the internal OA system issued the publicity of the list of incentive objects granted by the 2020 restricted stock incentive plan to publicize the names and positions of the incentive objects for 10 days from February 29, 2020 to March 9, 2020. At the expiration of the publicity period, the board of supervisors of the company has not received any objection from any person or organization to the proposed incentive object. After the expiration of the publicity period, the board of supervisors of the company checked the list of incentive objects of the incentive plan in combination with the publicity, and disclosed the explanation and verification opinions of the board of supervisors on the publicity of the list of incentive objects granted for the first time by the 2020 restricted stock incentive plan on March 12, 2020.
4. On March 16, 2020, the company held the second extraordinary general meeting of shareholders in 2020, The proposal on < Shenzhen Kingsino Technology Co.Ltd(002548) 2020 restricted stock incentive plan (Draft) and its summary, the proposal on < Shenzhen Kingsino Technology Co.Ltd(002548) 2020 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 equity incentive were reviewed and approved, The company also disclosed the self inspection report on the trading of the company's shares by insiders of the 2020 restricted stock incentive plan. The company conducted a self inspection on the trading of the company's shares by insiders within 6 months before the announcement of the company's incentive plan, No insider was found to have used the insider information related to this incentive plan for stock trading.
5. On May 15, 2020, the 54th (Interim) meeting of the 4th board of directors and the 41st (Interim) meeting of the 4th board of supervisors held by the company considered and adopted the proposal on adjusting the list and number of incentive objects granted for the first time under the 2020 restricted stock incentive plan and the proposal on granting restricted stocks to incentive objects for the first time, It is agreed to grant 12.79 million restricted shares to 147 incentive objects for the first time with May 15, 2020 as the grant date, and the grant price is 3.86 yuan / share. The independent directors of the company gave their independent opinions, and the board of supervisors verified the list of incentive objects granted with restricted shares and gave their opinions.
6. On June 2, 2020, the company disclosed the announcement on the completion of the registration of the first grant of restricted shares to incentive objects. The listing date of the first grant of restricted shares is June 1, 2020.
7. On October 25, 2020, the fifth (Interim) meeting of the Fifth Board of directors and the fifth (Interim) meeting of the Fifth Board of supervisors held by the company deliberated and adopted the proposal on granting reserved restricted shares to incentive objects and the proposal on adjusting the grant price of the reserved part of the 2020 restricted stock incentive plan, It is agreed to grant 759932 reserved restricted shares to 23 incentive objects on October 30, 2020, with the grant price of 2.96 yuan / share. The board of directors has verified the list of independent incentive objects of the company and agreed to express opinions on the restriction of stock granted by the company.
8. On November 20, 2020, the company disclosed the announcement on the completion of registration of granting reserved restricted shares to incentive objects. The listing date of reserved restricted shares is November 19, 2020.
9. On January 29, 2021, The 7th (Interim) meeting of the 5th board of directors and the 7th (Interim) meeting of the 5th board of supervisors held by the company deliberated and adopted the proposal on adjusting the repurchase price and repurchase quantity of restricted shares granted for the first time in the 2020 restricted stock incentive plan and the proposal on repurchase and cancellation of 2020 restricted shares granted to some incentive objects but not unlocked, In view of the voluntary resignation of Wei Hong, Wu Chengcai and Dai Liang, the incentive objects granted for the first time, according to the relevant provisions of the company’s 2020 restricted stock incentive plan, the above personnel do not meet the incentive conditions. The company agrees to repurchase and cancel 364000 restricted shares that have been granted but not yet lifted held by the above three resigned incentive objects, and adjust the repurchase price of the first grant of restricted shares to 2.9538 yuan / share. The independent directors of the company agreed. The above repurchase cancellation matters shall be submitted to the second extraordinary general meeting of shareholders of the company in 2021 for deliberation.
10. On March 2, 2021, the second extraordinary general meeting of shareholders in 2021 held by the company considered and approved the proposal on repurchase and cancellation of 2020 restricted shares granted to some incentive objects but not unlocked, and disclosed the announcement on capital reduction on repurchase and cancellation of some restricted shares.
11. On May 28, 2021, the company disclosed the announcement on the completion of the repurchase and cancellation of some restricted shares and the announcement on the non adjustment of the price of Jinnong convertible bonds and shares for the repurchase and cancellation of some restricted shares. 12. On May 28, 2021, the 10th (Interim) meeting of the 5th board of directors and the 10th (Interim) meeting of the 5th board of supervisors held by the company deliberated and adopted the proposal on the achievement of lifting the restrictions during the first lifting period of restricted shares granted by the restricted stock incentive plan in 2020. The board of Directors believes that the conditions for lifting the restrictions on sales in the first period of lifting the restrictions on sales of the company’s 2020 restricted stock incentive plan have been achieved, and the 143 incentive objects’ qualifications for lifting the restrictions are legal and valid, meeting the first conditions for lifting the restrictions on sales specified in the company’s 2020 restricted stock incentive plan and the measures for the administration of the implementation and assessment of 2020 restricted stock incentive plan, It is agreed that the company will handle the procedures for the release of 6484400 restricted shares in the first release period for 143 incentive objects. The board of supervisors of the company issued relevant verification opinions. The independent directors of the company issued independent opinions and the lawyers issued legal opinions.
On the same day, the meeting deliberated and adopted the proposal on adjusting the repurchase price of restricted shares in the 2020 restricted stock incentive plan and the proposal on repurchase and cancellation of 2020 restricted shares granted but not unlocked to some incentive objects, It is agreed to adjust the repurchase price of restricted shares granted for the first time in the company’s 2020 restricted stock incentive plan from 2.9538 yuan / share to 2.9238 yuan / share, and the repurchase price of reserved restricted shares granted from 2.96 yuan / share to 2.93 yuan / share. In view of the voluntary resignation of Liu Huiqiang, the incentive object granted for the first time, according to the relevant provisions of the incentive plan, the above personnel do not meet the incentive conditions. The company agrees to repurchase and cancel 52000 shares of restricted shares that have been granted but not yet lifted held by resigned incentive objects, and the repurchase price is 2.9238 yuan / share. The independent directors and the board of supervisors of the company agreed with this. The above repurchase cancellation matters shall be submitted to the general meeting of shareholders of the company for deliberation.
13. On June 8, 2021, the company disclosed the suggestive announcement on the listing and circulation of the shares released during the first release period of the restricted stock incentive plan in 2020. The listing and circulation date of the shares released during the first release period of the restricted stock incentive plan for the first time is June 10, 2021.
14. On July 21, 2021, the third extraordinary general meeting of shareholders in 2021 held by the company considered and approved the proposal on repurchase and cancellation of 2020 restricted shares granted to some incentive objects but not unlocked, and disclosed the announcement on capital reduction on repurchase and cancellation of some restricted shares.
15. On January 10, 2022, The 22nd (Interim) meeting of the 5th board of directors and the 20th (Interim) meeting of the 5th board of supervisors held by the company considered and adopted the proposal on repurchase and cancellation of 2020 restricted shares granted but not unlocked to some incentive objects The board of supervisors of the company issued verification opinions, independent directors issued independent opinions and lawyers issued legal opinions on the proposal on the achievement of the first lifting of restrictions in the first lifting period of the reserved grant part of the restricted stock incentive plan in 2020. The cancellation of this repurchase still needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Cancellation of some restricted shares granted but not unlocked in 2020 in this repurchase
1. Reasons for repurchase cancellation
According to the relevant provisions of the incentive plan, “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 disposed of, 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; if the incentive object works in the holding subsidiary of the company, if the company loses control over the subsidiary and the incentive object still works in the company The restricted shares of the incentive objects that have been released from sale shall not be handled, and the restricted shares that have been granted but have not been released from sale shall not be released, and the company shall repurchase and cancel them at the grant price plus the deposit interest of the people’s Bank of China in the same period. “In view of the incentive objects Liu Feng, Yao yuan, Zou Jing, major, Dong Peng, Tan Qingliang, Huang Zhiming, Huang Yufeng Yang Hewei and Du Jinxin, the incentive object granted in the reserved part, no longer meet the qualification of incentive object due to their voluntary resignation for personal reasons. The incentive objects of the atomic Company granted for the first time are Deng Meng, Zhang Liping, Lu Yingran, Qi Yanming, Xu Bin, Zhang Meicheng, Zhang Hongliang, Zhao Jie, and the incentive objects of the atomic Company granted in the reserved part are Li Jipeng Ouyang Xiaoping no longer meets the qualification of incentive objects due to the sale of subsidiaries by the company. The company plans to repurchase and cancel all 1673900 restricted shares granted to the above incentive objects but not lifted. After the repurchase and cancellation, the company’s restricted stock incentive plan will continue to be implemented in accordance with the requirements of laws and regulations.
2. Number of repurchases written off
According to the provisions of the incentive plan, if the company turns capital reserve into share capital, distributes stock dividends and splits shares, the adjustment method of repurchase quantity is: q = Q0 × (1 + n), where: Q0 is the number of restricted shares before adjustment, n is the ratio of capital reserve per share converted into share capital, stock dividend and stock subdivision (i.e. the number of shares increased after conversion, stock dividend or subdivision of each share), and Q is the number of restricted shares after adjustment.
On June 15, 2020, the company implemented 2019 equity distribution: Based on the company’s existing total share capital of 432080504 shares (after deducting the number of shares in the special account for repurchase), the company distributed RMB 0.2 in cash (including tax) to all shareholders for every 10 shares, and increased 3 shares for every 10 shares to all shareholders with capital reserve.
Due to the company’s equity distribution in 2019, the total number of non lifting restricted shares held by 20 incentive objects who no longer meet the incentive qualification after the capital reserve is converted into share capital
