Securities code: Unittec Co.Ltd(000925) securities abbreviation: Unittec Co.Ltd(000925) Announcement No.: pro 2022016
With regard to the announcement on the achievement of the conditions for the release of restricted shares in the third release period of the company's stock option and restricted stock incentive plan for the first time in 2019, the company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions. hot tip
1. Among the 52 incentive objects who meet the conditions for lifting the restrictions, the number of shares that can be lifted is 3.12 million, accounting for 0.5589% of the current total share capital of the company;
2. The source of shares to be released this time: the company issued A-share common shares to the incentive object and repurchased the company's shares from the secondary market.
3. The company needs to apply to relevant institutions for handling the procedures for lifting the restrictions on the sale of restricted shares this time, and the company will issue relevant announcements in a timely manner in the future.
Unittec Co.Ltd(000925) (hereinafter referred to as "the company") deliberated and approved the proposal on the achievement of lifting the restrictions during the third lifting period of the company's stock option and restricted stock incentive plan for the first time granting restricted shares in 2019 at the 10th meeting of the 8th board of directors and the 7th Meeting of the 8th board of supervisors held on April 20, 2022. The company's 2019 stock option and restricted stock incentive plan (hereinafter referred to as the "incentive plan") granted restricted shares for the first time, and the conditions for lifting the restrictions in the third lifting period have been met. The number of shares lifted by 52 incentive objects in the third lifting period is 3.12 million, accounting for 30% of the number of restricted shares granted and 0.5589% of the current total share capital of the company. According to the relevant provisions of the incentive plan, the board of directors of the company will handle the third lifting of restrictions on the sale of restricted shares granted for the first time in the 2019 incentive plan. The board of directors of the company has been authorized by the 2018 annual general meeting of shareholders to handle the lifting of restrictions on sales, so it is not necessary to submit it to the general meeting of shareholders for deliberation. The relevant information is hereby announced as follows: first, the decision-making procedures and information disclosure that have been performed
1. On April 15, 2019, the sixth meeting of the seventh board of directors of the company deliberated and approved the proposal of 2019 stock option and restricted stock incentive plan (Draft) and its abstract, the proposal of 2019 stock option and restricted stock incentive plan implementation and assessment management measures, and the proposal of requesting the general meeting of shareholders to authorize the board of directors to handle matters related to 2019 stock option and restricted stock incentive plan Proposal on proposing to convene the 2018 annual general meeting of shareholders of the company. The independent directors of the company have expressed independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there are circumstances damaging the interests of the company and all shareholders, and solicited entrusted voting rights from all shareholders on the incentive plan; The fifth meeting of the seventh board of supervisors of the company deliberated and adopted relevant proposals; Guohao law firm (Hangzhou) issued a legal opinion on the draft incentive plan.
2. On April 16, 2019, the company opened the website at www.cn.info.com.cn The announcement of the Unittec Co.Ltd(000925) list of incentive objects for stock options and restricted stock incentive plans in 2019 was made and the name and duties of the incentive objects were publicized on the official account of WeChat. The public notice time was from April 16, 2019 to April 26, 2019, and the publicity time was not less than 10 days. During the publicity period, the company's employees can give feedback to the board of supervisors. As of the expiration of the publicity period on April 26, 2019, the board of supervisors of the company has not received any appointment
No objection. On April 29, 2019, the company disclosed the statement of the board of supervisors on the review and publicity of the list of incentive objects of 2019 stock option and restricted stock incentive plan.
3. On May 7, 2019, the 2018 annual general meeting of shareholders of the company deliberated and passed the proposal on the 2019 stock option and restricted stock incentive plan (Draft) and its abstract, the proposal on the measures for the implementation and assessment of the 2019 stock option and 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 the 2019 stock option and restricted stock incentive plan. The company's implementation of the 2019 stock option and restricted stock incentive plan was approved, and the board of directors was authorized to determine the grant date, grant stock options and restricted shares to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant. After the shareholders' meeting deliberated and approved the equity incentive plan and relevant proposals, the company disclosed the announcement of the resolution of the shareholders' meeting and the self inspection report on the insider of the 2019 stock option and restricted stock incentive plan and the purchase and sale of the company's shares granted to the incentive object for the first time on May 7, 2019.
4. On May 27, 2019, the eighth meeting of the seventh board of directors and the seventh meeting of the seventh board of supervisors considered and approved the proposal on granting stock options and restricted shares to incentive objects. The independent directors of the company expressed 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. Guohao law firm (Hangzhou) issued a legal opinion on matters related to the grant of stock options and restricted stock incentive plan in 2019.
5. On July 4, 2019, the company disclosed the announcement on the completion of the registration of the first grant of restricted shares (fixed increase part) in the 2019 stock option and restricted stock incentive plan. The grant date of restricted shares in this incentive plan is May 27, 2019, and the listing date of restricted shares granted is July 5, 2019.
6. On July 5, 2019, the company disclosed the announcement on the completion of the registration of the first grant of stock options under the 2019 stock option and restricted stock incentive plan. The registration of the first grant of stock options was completed on July 4, 2019.
7. On July 6, 2019, the company disclosed the announcement on the completion of the registration of the first grant of restricted shares (repurchase part) in the 2019 stock option and restricted stock incentive plan. The grant date of restricted shares in this incentive plan is May 27, 2019, and the listing date of restricted shares granted is July 5, 2019.
8. On April 28, 2020, the 14th meeting of the 7th board of directors and the 13th meeting of the 7th board of supervisors of the company deliberated and adopted the proposal on the achievement of exercise conditions in the first exercise period of stock options granted by the company's stock option and restricted stock incentive plan in 2019. The board of directors of the company confirmed that the board of supervisors and independent directors respectively expressed their consent that the exercise conditions for the first exercise period of stock options granted by the company's stock option and restricted stock incentive plan in 2019 have been met. After the expiration of the first waiting period, 2.6 million options of 47 incentive objects can be exercised in the first exercise period.
9. On April 28, 2020, the 14th meeting of the 7th board of directors and the 13th meeting of the 7th board of supervisors of the company deliberated and approved the proposal on the achievement of lifting the restrictions during the first lifting period of the company's stock option and restricted stock incentive plan in 2019. The board of directors of the company confirmed that the board of supervisors and independent directors respectively expressed their consent and believed that the company's stock option and restricted stock incentive plan in 2019 granted restricted shares for the first time, and the conditions for lifting the restrictions in the first lifting period have been met. After the expiration of the first restriction period, the company will handle matters related to lifting the restrictions in the first phase for 4.16 million shares of 52 incentive objects in accordance with the relevant provisions of the incentive plan.
10. On July 13, 2020, the company disclosed the suggestive announcement on the release of restricted shares in the first release period of restricted shares granted by the stock option and restricted stock incentive plan in 2019, and the release of restricted shares in the first release period of restricted shares was released on July 14, 2020.
11. On July 13, 2020, the company disclosed the suggestive announcement on the first exercise period of stock options granted by the company's stock option and restricted stock incentive plan in 2019 using the independent exercise mode. The first waiting period of stock options granted by the company's stock option and restricted stock incentive plan in 2019 expired on July 3, 2020. The term of this independent exercise is from July 14, 2020 to July 2, 2021 (including the first and last two days).
12. On May 18, 2021, the first meeting of the eighth board of directors and the first meeting of the eighth board of supervisors of the company deliberated and approved the proposal on the achievement of exercise conditions in the second exercise period of stock options first granted by the company's stock option and restricted stock incentive plan in 2019. The board of directors of the company confirmed that the board of supervisors and independent directors respectively expressed their consent that the exercise conditions of the second exercise period for the first grant of stock options by the company's stock option and restricted stock incentive plan in 2019 have been met. After the expiration of the second waiting period, 1.95 million options of 47 incentive objects can be exercised in the second exercise period.
13. On May 18, 2021, the first meeting of the eighth board of directors and the first meeting of the eighth board of supervisors of the company deliberated and approved the proposal on the achievement of lifting the restrictions during the second lifting period of the company's stock option and restricted stock incentive plan in 2019. The board of directors of the company confirmed that the board of supervisors and independent directors respectively expressed their consent and believed that the company's stock option and restricted stock incentive plan in 2019 granted restricted shares for the first time, and the conditions for the lifting of restrictions in the second lifting period have been met. After the expiration of the second restriction period, the company will handle matters related to the lifting of restrictions in the second period for 3.12 million shares of 52 incentive objects in accordance with the relevant provisions of the incentive plan.
14. On July 2, 2021, the company disclosed the suggestive announcement of lifting the listing and circulation of restricted shares during the second lifting period of the first granting of restricted shares by the stock option and restricted stock incentive plan in 2019. The restricted shares were granted for the first time, and the shares lifted during the second lifting period were lifted on July 5, 2021.
16. On July 2, 2021, the company disclosed the suggestive announcement on the exercise of independent exercise mode in the second exercise period of the first grant of stock options by the company's 2019 stock option and restricted stock incentive plan. The second waiting period for the first grant of stock options by the company's 2019 stock option and restricted stock incentive plan expired on July 3, 2021. The term of this independent exercise is from July 5, 2021 to July 1, 2022 (including the first and last two days).
17. On July 7, 2021, the fourth meeting of the eighth board of directors and the fourth meeting of the eighth board of supervisors of the company deliberated and approved the proposal on canceling the stock option granted for the first time by the 2019 stock option and restricted stock incentive plan, and the stock option not exercised at the expiration of the first exercise period. The board of directors of the company confirmed that the board of supervisors and independent directors expressed their consent respectively, It is considered that the deliberation and voting procedures for the cancellation of stock options that have not been exercised at the expiration of the exercise period (i.e. as of the expiration of the first exercise period of stock options in this incentive plan, the incentive objects have exercised 875700 shares independently and 1724300 shares have not been exercised at the expiration. The company needs to cancel this part of stock options that have not been exercised) comply with relevant laws and regulations, the articles of association and the incentive plan.
18. On July 8, 2021, the company disclosed the announcement on cancellation of stock options not exercised at the first exercise expiration of 2019 stock option and restricted stock incentive plan. As of the expiration date of the first exercise period of stock options in this incentive plan, a total of 875700 incentive objects have exercised their rights independently, and 1724300 have not exercised their rights at the expiration. The company needs to cancel this part of the outstanding stock options, accounting for 0.32% of the total share capital of the company at that time.
19. On April 20, 2022, the 10th meeting of the 8th board of directors and the 7th Meeting of the 8th board of supervisors of the company deliberated and approved the proposal on the achievement of exercise conditions in the third exercise period of stock options first granted by the company's stock option and restricted stock incentive plan in 2019. The board of directors of the company confirmed that the board of supervisors and independent directors respectively expressed their consent and believed that the exercise conditions of the third exercise period of the company's stock option and restricted stock incentive plan for the first time in 2019 had been met, and the third waiting period expired, with 47 incentive pairs
The 1.95 million options of Xiang can be exercised in the third exercise period.
20. On April 20, 2022, the company held the 10th meeting of the 8th board of directors and the XX meeting of the 8th board of supervisors
The meeting deliberated and adopted the regulations on the first grant of the company's 2019 stock option and restricted stock incentive plan
Proposal on the achievement of the conditions for lifting the restrictions on the sale of institutional shares in the third lifting period. The board of directors of the company confirmed that the supervisor
The board of directors and independent directors respectively expressed their consent that the company's stock options and restricted stock incentives in 2019
The incentive plan granted restricted shares for the first time, and the conditions for lifting the restrictions on sale in the third lifting period have been met, and the restrictions on sale in the third period have been met
After the expiration of the incentive period, the company will provide 3120000 shares for 52 incentive objects in accordance with the relevant provisions of the incentive plan
Handle matters related to the lifting of sales restrictions in phase III.
2、 Description of the achievement of the conditions for lifting the restrictions in the third lifting period of the first granting of restricted shares
1. Expiration of sales restriction period
According to the relevant provisions of the incentive plan, the restricted shares granted for the first time by the equity incentive plan shall be self completed
After 12 months from the registration date, if the specified conditions for lifting the restrictions on sales are met, the incentive object can pay 40% in the future
The proportion of 30% and 30% will be lifted in three phases. The third period of lifting the restriction on sales is 36 months from the date of grant
