Securities code: Fujian Sunner Development Co.Ltd(002299) securities abbreviation: Fujian Sunner Development Co.Ltd(002299) Announcement No.: 2022024 Fujian Sunner Development Co.Ltd(002299)
On repurchase and cancellation of 2019 restricted stock incentive plan
Announcement of some restricted stocks
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.
Fujian Sunner Development Co.Ltd(002299) (hereinafter referred to as "the company") held the 7th Meeting of the 6th board of directors and the 6th meeting of the 6th board of supervisors on April 20, 2022, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares under the 2019 restricted stock incentive plan. The board of directors of the company agreed that the company would buy back and cancel 220227 shares of restricted shares granted to 17 incentive objects but not yet lifted the restrictions on sales, of which 212443 shares of restricted shares held by 9 incentive objects in the 2019 restricted stock incentive plan (hereinafter referred to as "the incentive plan") and 2 incentive objects in the reserved part of the first grant and 11 incentive objects in total; The individual level performance appraisal result of 6 incentive objects in the first grant is C due to the second lifting of the restriction period, and a total of 7784 restricted shares shall not be lifted; Among them: the repurchase price of some restricted shares that have not been lifted for the first time is 11.07 yuan / share plus the deposit interest of the bank in the same period; The repurchase price of the restricted shares reserved for grant that have not yet been lifted is 12.30 yuan / share plus the sum of bank deposit interest in the same period.
On the premise of no other changes in the total number of shares of the company, after the completion of the repurchase and cancellation, the total number of shares of the company will be reduced from 1243973396 to 1243753169, and the registered capital will be reduced from 1243973396 yuan to 1243753169 yuan. This matter can only be implemented after being submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
The relevant matters are hereby announced as follows:
1、 On November 21, 2019, the company held the 12th board of directors' meeting on the incentive plan and the implementation of the restrictive management plan of the company, and passed the summary of the company's incentive plan and its restrictive management plan in 2019 The proposal on taking the close relatives of Mr. Fu Guangming and Ms. Fu Xiangfang as the incentive objects of the company's restricted stock incentive plan in 2019 and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The independent directors of the company expressed their independent opinions on the relevant proposals of the incentive plan.
2. On November 21, 2019, the company held the 11th meeting of the 5th board of supervisors, deliberated and approved the proposal on the company's 2019 restricted stock incentive plan (Draft) and its summary, the proposal on the company's measures for the implementation and assessment of the 2019 restricted stock incentive plan, and the proposal on verifying the list of some incentive objects granted by the company's 2019 restricted stock incentive plan for the first time. The board of supervisors of the company believes that this incentive plan is conducive to the sustainable development of the company and there is no obvious damage to the interests of the company and all shareholders.
3. From November 22, 2019 to December 2, 2019, the company publicized the names and positions of some incentive objects to be granted in the incentive plan for the first time. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects to be granted in the incentive plan. On December 24, 2019, the board of supervisors of the company disclosed the audit opinions and publicity instructions of Fujian Sunner Development Co.Ltd(002299) board of supervisors on the list of some incentive objects first granted by the restricted stock incentive plan in 2019.
4. On December 27, 2019, the company held the second extraordinary general meeting of shareholders in 2019, deliberated and passed the proposal on the company's 2019 restricted stock incentive plan (Draft) and its summary, and the proposal on the company's measures for the administration of the implementation and assessment of the 2019 restricted stock incentive plan The proposal on taking the close relatives of Mr. Fu Guangming and Ms. Fu Xiangfang as the incentive objects of the company's restricted stock incentive plan in 2019 and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and disclosed the self inspection report of Fujian Sunner Development Co.Ltd(002299) on the trading of the company's shares by insiders of the restricted stock incentive plan in 2019.
5. According to the authorization of the general meeting of shareholders to the board of directors in the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive approved by the second extraordinary general meeting of shareholders in 2019, the company held the 14th meeting of the Fifth Board of directors on January 13, 2020, The proposal on adjusting the list, number and price of some incentive objects granted for the first time in the 2019 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time were reviewed and approved. The independent directors of the company have expressed their independent opinions on the above matters.
6. On January 13, 2020, the company held the 13th meeting of the 5th board of supervisors, which deliberated and approved the proposal on adjusting the list, number and price of some incentive objects granted for the first time in the 2019 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time. The board of supervisors of the company made suggestions on adjusting the list of some incentive objects granted for the first time in the incentive plan The number and price of awards and the award arrangement of this incentive plan were reviewed and the verification opinions were issued.
7. On February 20, 2020, the company completed the registration of the first grant of the 2019 restricted stock incentive plan and disclosed the Fujian Sunner Development Co.Ltd(002299) announcement on the completion of the registration of the first grant of the 2019 restricted stock incentive plan. The listing date of restricted shares first granted by the company's 2019 restricted stock incentive plan is February 21, 2020.
8. On July 21, 2020, the company held the 17th meeting of the 5th board of directors and the 16th meeting of the 5th board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan. The independent directors of the company have expressed their independent opinions on the above matters.
9. On August 6, 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 in the 2019 restricted stock incentive plan.
It is agreed that the company will repurchase and cancel 174281 restricted shares granted to 9 incentive objects who have resigned or are not working in the company due to personal reasons, including Yang Hongjie and Zhu Xinjie. The repurchase price is the sum of the grant price (12.07 yuan / share) and the deposit interest of the bank in the same period.
10. On August 7, 2020, the company disclosed the announcement of Fujian Sunner Development Co.Ltd(002299) on repurchasing and cancelling part of the restricted stock capital reduction and notifying the creditors, and announced to the creditors that the company intends to repurchase and cancel 174281 shares of the restricted stock granted to 9 incentive objects who have left or not worked in the company for personal reasons, including Yang Hongjie and Zhu Xinjie.
11. On October 15, 2020, the company disclosed the announcement of Fujian Sunner Development Co.Ltd(002299) on the completion of the repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan. As of the disclosure date of the announcement, the company has repurchased and cancelled 174281 restricted shares granted to 9 incentive objects who have resigned or not worked in the company due to personal reasons, including Yang Hongjie and Zhu Xinjie. The restricted shares have been cancelled in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
12. According to the authorization of the general meeting of shareholders to the board of directors in the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive approved by the company's second extraordinary general meeting in 2019, the 19th meeting of the Fifth Board of directors of the company deliberated and adopted the proposal on granting reserved restricted shares to the incentive objects of the 2019 restricted stock incentive plan on November 30, 2020. The independent directors of the company have expressed their agreed independent opinions on the above related matters. According to the resolution of the 19th meeting of the 5th board of directors of the company, the board of directors of the company believes that the reserved part of the grant conditions specified in the incentive plan have been achieved. The board of directors of the company determines November 30, 2020 as the reserved part grant date, and grants 438716 restricted shares to 32 eligible incentive objects at a grant price of 13.30 yuan / share.
13. On November 30, 2020, the company held the 18th meeting of the 5th board of supervisors, deliberated and passed the proposal on granting reserved restricted shares to the incentive objects of the 2019 restricted stock incentive plan. The board of supervisors reviewed the relevant matters of the grant arrangement of some reserved restricted shares in the incentive plan and issued verification opinions.
14. On December 3, 2020, the company held the 20th meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan. The independent directors of the company have expressed their independent opinions on the above matters.
15. On December 21, 2020, the company held the third extraordinary general meeting of shareholders in 2020, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan. It is agreed that the company will repurchase and cancel 96167 restricted shares granted to the incentive objects who have left their jobs for personal reasons, including Xiao Feng, Du Yiheng and Liu Jianchao, but the sales restriction has not been lifted. The repurchase price is the sum of the grant price (12.07 yuan / share) and the deposit interest of the bank in the same period.
16. On December 22, 2020, the company disclosed the announcement of Fujian Sunner Development Co.Ltd(002299) on repurchasing and canceling part of the restricted stock capital reduction and notifying the creditors, and announced to the creditors that the company intends to repurchase and cancel 96167 restricted shares of Xiao Feng, Du Yiheng and Liu Jianchao who have resigned for personal reasons.
17. On January 6, 2021, the company completed the registration of reserved grant of 2019 restricted stock incentive plan and disclosed Fujian Sunner Development Co.Ltd(002299) the announcement on the completion of registration of reserved grant of 2019 restricted stock incentive plan. The listing date of restricted shares reserved for grant in the company's 2019 restricted stock incentive plan is January 8, 2021.
18. On March 2, 2021, the company disclosed the announcement on the completion of the repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan. As of the disclosure date of the announcement, the Company repurchased and cancelled 96167 restricted shares granted to Xiao Feng, Du Yiheng and Liu Jianchao who had left their jobs but had not yet been lifted, and the cancellation procedures have been completed in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
19. On March 4, 2021, the company held the 21st Meeting of the 5th board of directors and the 20th meeting of the 5th board of supervisors, and deliberated and adopted the proposal on the achievement of lifting the restrictions of restricted shares in the first lifting period of the restricted shares granted for the first time by the restricted stock incentive plan in 2019. Except that the 11054 restricted shares involved in Peng Weifeng, a resigned incentive object, have not gone through the repurchase and cancellation procedures and will not be lifted, The 217 incentive objects who can lift the restriction have met the conditions for lifting the restriction in the first period specified in the incentive plan, and according to the authorization of the general meeting of shareholders to the board of directors in the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive approved by the second extraordinary general meeting of shareholders in 2019, The board of directors agrees that the company will lift the restrictions on the sale of 453661 restricted shares held by 217 incentive objects who meet the conditions for lifting the restrictions, and handle the corresponding procedures for lifting the restrictions and listing the shares. The independent directors of the company have expressed their independent opinions on relevant matters.
20. On March 12, 2021, the company disclosed Fujian Sunner Development Co.Ltd(002299) the suggestive announcement on the listing and circulation of restricted shares in the first release period of restricted shares granted by the restricted stock incentive plan for the first time in 2019. The listing and circulation date of restricted shares in the first release period of restricted shares granted by the company's restricted stock incentive plan for the first time in 2019 is March 17, 2021.
21. On October 15, 2021, the company held the fourth meeting of the sixth board of directors and the third meeting of the sixth board of supervisors, and deliberated and adopted the proposal on adjusting the repurchase price of restricted shares in the 2019 restricted stock incentive plan and the proposal on repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan. As the company has implemented the equity distribution plan for the first three quarters of 2020 in January 2021 (cash dividend of 1 yuan per share (including tax)), the repurchase price of restricted shares granted for the first time in this incentive plan has been adjusted from 12.07 yuan / share to 11.07 yuan / share, and the repurchase price of restricted shares reserved for grant in this incentive plan has been adjusted from 13.30 yuan / share to 12.30 yuan / share; In view of the fact that the incentive plan is granted to restricted stock incentive objects Guan Shifeng, Huang Guoqiang, Rao Xueyou, Zhu Chunning, Xiao Lingling, Xu Xiaobing, Zhu Cuiping and Peng for the first time
