Securities code: 300752 securities abbreviation: Shenzhen Longli Technology Co.Ltd(300752) Announcement No.: 2022-006 Shenzhen Longli Technology Co.Ltd(300752)
On repurchase and cancellation of the first granted part and reserved granted part of restricted shares in 2019 restricted stock incentive plan and adjustment of repurchase quantity
And repurchase price announcement
The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Important:
1. The total number of restricted shares granted to the incentive object of this repurchase but not lifted is 121597, involving 6 people, accounting for 0.0579% of the total share capital of the company before repurchase; Among them, 65598 shares of restricted shares were granted for the first time and 55999 shares of restricted shares were reserved for repurchase cancellation; After the cancellation of this repurchase, the total share capital of the company will be reduced from 209976174 shares to 209854577 shares.
Shenzhen Longli Technology Co.Ltd(300752) (hereinafter referred to as “the company”) held the 31st meeting of the second board of directors on January 8, 2022, deliberated and adopted the proposal on repurchase and cancellation of the first granted part and reserved granted part of the Restricted Shares Incentive Plan in 2019, and adjustment of the repurchase quantity and repurchase price. The cancellation of some restricted shares in this repurchase is hereby announced as follows:
1、 Brief description of the company’s restricted stock incentive plan in 2019
1. The remuneration and assessment committee of the board of directors of the company formulated the company’s restricted stock incentive plan in 2019 (Draft) and submitted it to the board of directors of the company for deliberation.
2. On November 24, 2019, the company held the 8th meeting of the second board of directors, deliberated and adopted the proposal on the company’s 2019 restricted stock incentive plan (Draft) and summary, and the proposal on the company’s assessment management measures for the implementation of 2019 restricted stock incentive plan On the same day, the company held the seventh meeting of the second board of supervisors. The board of supervisors verified the incentive objects of the incentive plan and considered that the subject qualification of the incentive objects was legal and effective; The independent directors of the company expressed explicit consent to the incentive plan.
3. From November 25, 2019 to December 10, 2019, the company publicized the list of incentive objects of 2019 restricted stock incentive plan by e-mail and bulletin board. After the expiration of the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects of the incentive plan, and there was no feedback record. On December 9, 2019, the company announced the verification opinions and publicity description on the list of incentive objects granted for the first time under the restricted stock incentive plan in 2019.
4. On December 10, 2019, the fourth extraordinary general meeting of the company in 2019 deliberated and passed the proposal on the company’s 2019 restricted stock incentive plan (Draft) and summary, and the proposal on the company’s measures for the assessment and management of the implementation of 2019 restricted stock incentive plan Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2019. The company’s implementation of the 2019 restricted stock incentive plan was approved, and the board of directors was authorized to determine the grant date, grant restricted shares to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant. On December 10, 2019, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the restricted stock incentive plan in 2019.
5. On December 20, 2019, the 9th meeting of the second board of directors of the company deliberated and approved the proposal on adjusting the list of incentive objects and the number of awards under the 2019 restricted stock incentive plan, the proposal on granting restricted shares to incentive objects, and the proposal on changing the registered capital of the company, amending the articles of Association (Draft) and handling the change of industrial and commercial registration, The independent directors of the company expressed their independent opinions on this and believed that the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions. On the same day, the company held the eighth meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the list of incentive objects and the number of awards under the 2019 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects. 6. On August 4, 2020, the company held the 14th meeting of the second board of directors and the 13th meeting of the second board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares and adjustment of repurchase price, and agreed to repurchase and cancel Liu MEIXIA, Li Caijie, Wang Jiangping Wang Jianhua has been granted 59000 restricted shares but the restrictions have not been lifted. The independent directors and the board of supervisors of the company expressed their independent opinions. The law firm issued a legal opinion.
7. On August 20, 2020, the company held the first extraordinary general meeting of shareholders in 2020, deliberated and approved the proposal on repurchase and cancellation of some restricted shares and adjustment of repurchase price, and agreed to repurchase and cancel 15000 restricted shares granted but not yet resolved by Liu MEIXIA, Li Zhijie, Wang Jiangping and Wang Jianhua. At the same time, the company disclosed the announcement on capital reduction on repurchase and cancellation of some restricted shares and notified creditors. Creditors have the right to require the company to pay off debts or provide corresponding guarantees within 45 days from the date of this announcement.
It is agreed to grant 849100 restricted shares to 44 incentive objects at the price of 12.63 yuan / share on September 14, 2020. At the same time, the company repurchases and cancels 15000 restricted shares that have been granted but have not been released. The independent directors and the board of supervisors of the company expressed their independent opinions.
9. On September 30, 2020, the company held the second extraordinary general meeting of shareholders in 2020, deliberated and approved the proposal on repurchase and cancellation of some restricted shares and adjustment of repurchase price, and agreed to repurchase and cancel 15000 restricted shares that have been granted but not yet released. At the same time, the company disclosed the announcement on capital reduction on repurchase and cancellation of some restricted shares and notified creditors. Creditors have the right to require the company to pay off debts or provide corresponding guarantees within 45 days from the date of this announcement.
10. On December 4, 2020, the company held the 20th meeting of the second board of directors and the 19th meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the list of incentive objects and the number of grants of the reserved part of the restricted stock incentive plan in 2019, and agreed to adjust the list of incentive objects and the number of grants of the reserved part of the incentive plan.
The independent directors and the board of supervisors of the company agreed with this. The law firm issued a legal opinion.
11. On December 29, 2020, the 21st Meeting of the second board of directors and the 20th meeting of the second 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 the first part of the restricted stock incentive plan in 2019, In view of the fact that the company’s restricted stock incentive plan in 2019 granted some of the conditions for lifting the restrictions in the first lifting period for the first time, it is agreed to handle the procedures for lifting the restrictions and listing and circulation of 1026090 restricted shares (accounting for 0.85% of the company’s current total share capital) of 68 incentive objects who meet the conditions for lifting the restrictions in the first lifting period. The remuneration and assessment committee of the board of directors, independent directors and the board of supervisors of the company expressed their consent. The law firm issued a legal opinion.
12. On April 26, 2021, the company held the 23rd Meeting of the second board of directors and the 22nd Meeting of the second board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares and adjustment of repurchase quantity and repurchase price, and agreed to repurchase and cancel Zheng Hu, Yang Fuyun, Liu Hao, Hu you 233520 restricted shares (number of shares after conversion) granted to Liu Chao but not yet released. The independent directors and the board of supervisors of the company agreed with this. The law firm issued a legal opinion.
13. On May 17, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on repurchase and cancellation of some restricted shares and adjustment of repurchase quantity and repurchase price, agreed to repurchase and cancel the company, Zheng Hu and Yang Fuyun disclosed the announcement on capital reduction on repurchase and cancellation of some restricted shares and notified the creditors, Creditors have the right to require the company to pay off debts or provide corresponding guarantees within 45 days from the date of this announcement.
14. On January 8, 2022, the company held the 31st meeting of the second board of directors and the 29th meeting of the second board of supervisors, and deliberated and adopted the proposal on the achievement of the second lifting of the restrictions on sales in the first granting period and the first lifting of the restrictions on sales in the reserved granting period of the restricted stock incentive plan in 2019 The proposal on repurchasing and canceling the first granted part and reserved granted part of the restricted stock incentive plan in 2019, and adjusting the repurchase quantity and repurchase price, and other relevant proposals. In view of the fact that the conditions for the release of restrictions in the second release period of the first granted part and the first release period of the reserved granted part of the company’s restricted stock incentive plan in 2019 have been met, Agree to lift the restrictions on the sale of restricted shares of 100 eligible incentive objects, and agree to the company’s repurchase and cancellation of 121597 restricted shares granted but not yet released by Fan Wei, Liu Zhenhua, Yu Shangshui, Guo Lili, Li Yang and Li Zhenhua. The independent directors and the board of supervisors of the company agreed with this. The law firm issued a legal opinion.
2、 Cancellation of this restricted stock repurchase
(I) reasons and basis for cancellation of restricted shares in this repurchase
1. The original incentive object does not have incentive qualification
According to the measures for the administration of equity incentive of listed companies and other laws and regulations and the relevant provisions of the company’s 2019 restricted stock incentive plan (Draft), the incentive object is no longer qualified as an incentive object due to resignation, and the restricted shares that have been granted but not lifted shall be repurchased and cancelled by the company.
2. Individual performance assessment objectives not achieved
The individual assessment of the incentive object shall be implemented according to the internal performance assessment system. The individual assessment and evaluation results of incentive objects are divided into “qualified” and “unqualified”, and the corresponding lifting restriction coefficients are shown in the table below:
Assessment rating qualified unqualified
Lifting of sales restriction coefficient 100% 0
On the premise of the achievement of the company’s performance objectives, if the individual evaluation results of the incentive object in the previous year are qualified, all the restricted shares that can be lifted in the corresponding assessment year will be lifted; If the individual evaluation result of the incentive object in the previous year is unqualified, the restricted shares that can be lifted in the corresponding assessment year shall not be lifted. This part of the shares shall be cancelled after repurchase by the company, and the repurchase price shall be the grant price.
(II) relevant personnel, quantity and repurchase price of this repurchase cancellation
According to the relevant provisions of the company’s incentive plan, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, share splitting, share allotment, share reduction, etc. from the date of announcement of the incentive plan to the date when the incentive object completes the registration of restricted shares, the number of restricted shares shall be adjusted accordingly.
The company’s profit distribution plan for 2020 is: Based on the total share capital of 120522320 shares before the 23rd Meeting of the second board of directors, the company will distribute cash dividends of RMB 0.8 (tax included) for every 10 shares to all shareholders, with a total cash distribution of RMB 9641785.6 (tax included); At the same time, the capital reserve shall be used to increase 6 shares for every 10 shares to all shareholders.
However, from the date of disclosure of the company’s 2020 equity distribution plan to the equity registration date when the distribution plan is implemented (i.e. June 2, 2021), the company is affected by the conversion of “Longli convertible bonds”, and the total share capital of the company changes after the implementation of the equity distribution. Therefore, this equity distribution is based on 120522509 shares of the total share capital after the closing of the market on the equity registration date of the company’s equity distribution (i.e. June 2, 2021). According to the principle that the total distribution remains unchanged, the amount of cash dividend is 0.799998 yuan (including tax) (six decimal places are reserved) for every 10 shares, and the amount of converted share capital for every 10 shares is 5.999990 shares (six decimal places are reserved). To sum up, affected by the conversion of “Longli convertible bonds”, the number of restricted shares of incentive objects to be repurchased and cancelled this time is adjusted from 6 shares per 10 shares to 5.999990 shares, and the amount of cash dividend distributed per 10 shares is adjusted from 0.8 yuan to 0.799998 yuan (including tax) (retain six decimal places). After the implementation of the company’s profit distribution and the conversion of capital reserve into share capital in 2020, the board of directors adjusted the repurchase price and quantity of the restricted stock incentive plan in 2019 accordingly as follows:
1. Repurchase quantity
(1) The repurchase and cancellation of restricted shares involves four incentive objects Yu Shangshui, Guo Lili, Li Yang and Fan Wei granted for the first time, and a total of 80000 shares (before adjustment) are granted to four incentive objects Yu Shangshui, Guo Lili, Li Yang and Fan Wei for the first time. The restricted shares that can be removed during the first release period are 30% of the shares of the company held by them, It has been listed and circulated on January 8, 2021, and the restricted shares that can be lifted in the second lifting period are 40% of the shares of the company it holds. In view of the fact that the conditions for the release of restrictions in the second release period of the first grant have been met, but Guo Lili and Li Yang are rated as unqualified in the personal assessment in 2020, the 20000 shares (before adjustment) of restricted shares that can be released in the corresponding assessment year shall not be released from the restrictions. The shares of this part shall be cancelled after being repurchased by the company, and the repurchase price shall be the grant price; Yu Shangshui and Fan Wei are no longer qualified as incentive objects due to their resignation. All 21000 restricted shares (before adjustment) that have been granted but not lifted shall be repurchased and cancelled by the company. Therefore, the total proposed repurchase and cancellation has been approved
