Securities code: 002615 securities abbreviation: Zhejiang Haers Vacuum Containers Co.Ltd(002615) Announcement No.: 2022-005 bond Code: 128073 bond abbreviation: Hal convertible bond
Zhejiang Haers Vacuum Containers Co.Ltd(002615)
About repurchase cancellation, some incentive objects have been granted
But the announcement of restricted shares in 2020 has not been 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 15th meeting of the 5th board of directors and the 9th meeting of the 5th board of supervisors held by Zhejiang Haers Vacuum Containers Co.Ltd(002615) (hereinafter referred to as ” Zhejiang Haers Vacuum Containers Co.Ltd(002615) ” or “the company”) on January 12, 2022 considered and adopted the proposal on repurchase and cancellation of 2020 restricted shares granted to some incentive objects but not unlocked. The incentive objects granted for the first time were Peng min, Ma Xiaohui, Zhu Xiaobin Yang Yanshuang voluntarily resigned for personal reasons. According to the relevant provisions of the company’s 2020 restricted stock incentive plan (Revised Draft) (hereinafter referred to as the “incentive plan”), the above personnel have not met the incentive conditions. The company agrees to repurchase and cancel 460000 shares of restricted shares granted but not yet lifted held by the above four resigned incentive objects, and the repurchase price is 2.90 yuan / share. This proposal needs to be submitted to the general meeting of shareholders for deliberation. The relevant matters are explained as follows:
1、 Basic information of this equity incentive plan
1. On October 16, 2020, the company held the second meeting of the Fifth Board of directors, The proposal on the 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the assessment and management measures for the implementation of the 2020 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 equity incentive were reviewed and approved. The independent directors of the company expressed their independent opinions. 2. On October 16, 2020, the company held the second meeting of the Fifth Board of supervisors, The proposal on the 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the 2020 restricted stock incentive plan, and the verification of the list of incentive objects granted for the first time in the 2020 restricted stock incentive plan were reviewed and approved, and audit opinions were issued.
3. From October 19, 2020 to October 28, 2020, the company was on cninfo.com
（ http://www.cn.info.com.cn. ）And the company’s official website（ http://www.haers.cn./ ）The names and positions of the list of incentive objects were publicized on the. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects. On October 29, 2020, the board of supervisors of the company issued the review opinions and publicity statement of the board of supervisors on the list of incentive objects of the company’s 2020 restricted stock incentive plan. The board of supervisors of the company held that some incentive objects listed in this incentive plan for the first time met the conditions specified in relevant laws, regulations and normative documents, It is legal and effective as part of the incentive objects granted for the first time in this incentive plan.
4. On November 3, 2020, the company held the fourth extraordinary general meeting of shareholders in 2020, The meeting considered and adopted the proposal on the 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the assessment and management measures for the implementation of the 2020 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 equity incentive by combining on-site voting and online voting.
5. On November 4, 2020, the company announced the Zhejiang Haers Vacuum Containers Co.Ltd(002615) self inspection report on the trading of the company’s shares by insiders of the 2020 restricted stock incentive plan. 6. On November 25, 2020, the company held the fourth meeting of the Fifth Board of directors and the fourth meeting of the Fifth Board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time, and agreed to grant restricted shares to 116 incentive objects meeting the grant conditions with November 25, 2020 as the first grant date
9.075 million restricted shares, with the grant price of 2.90 yuan / share. The independent directors of the company expressed their independent opinions on this matter, and the board of supervisors verified the list of incentive objects granted restricted shares for the first time and expressed their opinions.
7. On December 28, 2020, the company announced the announcement on the completion of the first grant registration of restricted shares (repurchase part) in the 2020 restricted stock incentive plan and the announcement on the completion of the first grant registration of restricted shares (fixed increase part) in the 2020 restricted stock incentive plan in the information disclosure media designated by the CSRC, The listing date of the first grant of restricted shares (repurchase part) is December 25, 2020, and the listing date of the first grant of restricted shares (fixed increase part) is December 29, 2020.
8. On April 27, 2021, the company held the 8th meeting of the 5th board of directors and the 5th meeting of the 5th board of supervisors, which deliberated and approved the “on repurchase cancellation of three employees such as 2020 Yurun and Cao Fei who have been granted but not unlocked incentives and who have voluntarily resigned for personal reasons. According to the relevant provisions of the incentive plan (Draft), The above personnel have not met the incentive conditions. The company used its own funds to repurchase and cancel all the restricted shares held by the above three resigned personnel that have been granted but have not been lifted, with a total of 860000 shares, and the repurchase price is 2.90 yuan / share. The board of supervisors of the company gave its consent and the independent directors gave their consent. The above repurchase cancellation matters shall be submitted to the 2020 annual general meeting of shareholders of the company for deliberation.
9. On May 21, 2021, the company held the 2020 annual general meeting of shareholders, which deliberated and adopted the proposal on repurchase and cancellation of 2020 restricted shares granted to some incentive objects but not unlocked by means of on-site voting and online voting.
10. On May 22, 2021, the company was on cninfo.com（ http://www.cn.info.com.cn. ）And the company’s official website（ http://www.haers.cn./ ）The announcement on repurchase and cancellation of some granted but not unlocked restricted shares in 2020 and reduction of registered capital and notification to creditors was publicized.
11. On October 27, 2021, the company held the 12th meeting of the 5th board of directors and the 7th Meeting of the 5th board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, deliberated and approved the granting of reserved restricted shares, and the independent directors of the company expressed their independent opinions on the granting of reserved restricted shares.
The board of supervisors of the company checked whether the granting conditions of the reserved restricted stock granting objects were fulfilled, and agreed to grant 1.93 million restricted shares to 15 incentive objects with November 1, 2021 as the reserved granting date.
12. On December 1, 2021, the company held the 13th meeting of the 5th board of directors and the 8th meeting of the 5th board of supervisors, deliberated and adopted the proposal on the 2020 restricted stock incentive plan (Revised Draft) and its summary, the proposal on the measures for the implementation and assessment of the 2020 restricted stock incentive plan (Revised Draft), and other relevant proposals. The independent directors of the company expressed their independent opinions on this matter, and the board of supervisors expressed their opinions on this matter.
13. On December 17, 2021, the company held the fifth extraordinary general meeting of shareholders in 2021, The meeting considered and adopted the proposal on the 2020 restricted stock incentive plan (Revised Draft) and its summary, the proposal on the measures for the implementation and assessment of the 2020 restricted stock incentive plan (Revised Draft), and other relevant proposals by combining on-site voting and online voting.
14. On December 31, 2021, the company announced the announcement on the completion of the registration of the reserved grant of the 2020 restricted stock incentive plan in the information disclosure media designated by the CSRC. The listing date of the reserved restricted stock is December 31, 2021.
15. On January 12, 2022, the company held the 15th meeting of the 5th board of directors and the 9th meeting of the 5th board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of 2020 restricted shares granted to some incentive objects but not unlocked. The board of directors of the company decided that in view of the voluntary resignation of incentive objects Peng min, Ma Xiaohui, Zhu Xiaobin and Yang Yanshuang due to personal reasons, The company has failed to meet the incentive conditions. According to the incentive plan (Revised Draft), the company repurchases and cancels 460000 restricted shares held by the above four resigned personnel that have been granted but not lifted with its own funds, and the repurchase price is 2.90 yuan / share. The board of supervisors of the company gave its consent and the independent directors gave their consent. The cancellation of this repurchase shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Cancellation of some restricted shares granted but not unlocked in 2020 in this repurchase
(I) reasons for repurchase cancellation
According to the relevant provisions of the incentive plan, “if the incentive object resigns due to resignation and layoffs of the company, the restricted shares granted to the incentive object but not yet lifted shall not be lifted, and the company shall repurchase and cancel them, and the repurchase price is the grant price”. In view of the voluntary resignation of the incentive objects Peng min, Ma Xiaohui, Zhu Xiaobin and Yang Yanshuang for personal reasons, they have not met the incentive conditions, The company plans to buy back and cancel all 460000 restricted shares granted to the above incentive objects but not lifted. After this repurchase and cancellation, the company’s restricted stock incentive plan will continue to be implemented in accordance with the requirements of laws and regulations.
(II) number of repurchases cancelled
According to the relevant provisions of the incentive plan, “after the restricted shares granted to the incentive object are registered, if the company has matters that affect the total share capital or the number of shares of the company, such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division of shares, the allotment or reduction of shares, the company shall make corresponding adjustments to the repurchase number of restricted shares that have not been lifted”; After the share registration of the restricted shares granted to the above four incentive objects is completed, the company does not need to adjust the repurchase quantity. Therefore, the number of restricted shares cancelled in this repurchase does not need to be adjusted, which is the number of shares originally granted and registered by the four incentive objects: 460000 shares.
(III) repurchase cancellation price
In accordance with the relevant provisions of the incentive plan, “After the restricted shares granted to the incentive object are registered, if the company’s capital reserve is converted into share capital, stock dividends are distributed, shares are subdivided, shares are allotted or reduced, dividends are distributed and other matters affecting the total share capital or stock price of the company, the company shall adjust the repurchase price of the restricted shares that have not been lifted”; After the share registration of the restricted shares granted to the above four incentive objects is completed, the company has no events affecting the total share capital or stock price of the company. Therefore, the price of this repurchase and cancellation of restricted shares is the grant price of 2.90 yuan / share.
(IV) source of funds for repurchase
The total repurchase price payable by the company for this repurchase is 1334000 yuan, and the repurchase fund comes from
The company has its own funds.
3、 Expected changes in the company’s equity structure after the repurchase and cancellation of restricted shares
Before and after this change
Class of shares
Quantity (share) proportion (%) quantity (share) quantity (share) proportion (%)
1、 Shares with limited sales conditions 183003025 44.19 – 460000 182543025 44.13
Executive lock up shares 174202025 42.07 0 174202025 42.11
Equity incentive restricted shares 8801000 2.13 – 460000 8341000 2.02
2、 Shares without sale conditions 231116395 55.81 0 231116395 55.87
Total 414119420 100.00 – 460000 413659420 100.00
Note: the convertible corporate bonds issued by the company (bond abbreviation: Hal convertible bonds, bond Code: 128073) will be issued in 2020
The share conversion period entered on February 28, 2012, and the “before this change” in the above table adopts the share capital structure as of January 11, 2022;
The specific data after the change shall be the capital stock structure table of listed companies issued by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Subject to.
After the completion of this repurchase cancellation, the controlling shareholder of the company will not change, and the equity distribution of the company will still be stable
Conditions for listing.
4、 Impact of this repurchase cancellation on the company
The repurchase and cancellation of some restricted stocks is the company’s incentive for unqualified stocks according to the incentive plan
For the specific treatment of restricted shares granted to the incentive object but not yet lifted, the cancellation of this repurchase will not affect
Continue to implement the 2020 equity incentive plan of the company; The number of restricted shares cancelled in this repurchase is small,
