Securities code: 300739 securities abbreviation: Sunshine Global Circuits Co.Ltd(300739) Announcement No.: 2022-008 bond Code: 123087 bond abbreviation: Mingdian convertible bond
Sunshine Global Circuits Co.Ltd(300739)
Announcement on repurchase and cancellation of some restricted shares
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
1. The number of restricted shares to be repurchased and cancelled this time is 91800.00 shares, and the repurchase price is 9.01 yuan / share.
2. After the cancellation of this repurchase, the total share capital of the company will be reduced from 294757909.00 shares (total share capital as of January 11, 2022) to 294666109.00 shares, and the registered capital of the company will be reduced from 294757909.00 yuan to 294666109.00 yuan accordingly.
Sunshine Global Circuits Co.Ltd(300739) (hereinafter referred to as “the company”) convened the 39th (Interim) meeting of the second board of directors on January 12, 2022, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares. The original 8 equity incentive objects of the company resigned for personal reasons, which did not meet the conditions of equity incentive objects of the company. In accordance with the provisions of the company’s 2020 restricted stock incentive plan (Revised Draft) (hereinafter referred to as the “incentive plan”), the board of directors of the company decided to repurchase and cancel a total of 91800.00 shares of restricted shares held by the above eight original equity incentive objects that have been granted but have not been lifted, with a total repurchase amount of 827118.00 yuan. After the cancellation of this repurchase, in accordance with the company law and other relevant laws and regulations, the articles of association and the conversion of convertible bonds, the total share capital of the company will be reduced from 294757909.00 shares (total share capital as of January 11, 2022) to 294666109.00 shares, and the registered capital of the company will be reduced from 294757909.00 yuan to 294666109.00 yuan. The relevant matters are hereby announced as follows:
1、 Relevant approval procedures for the incentive plan have been performed
(I) on January 10, 2020, the company held the 10th (Interim) meeting of the second board of directors and the 9th (Interim) meeting of the second board of supervisors, deliberated and adopted the proposal on the company’s 2020 restricted stock incentive plan (Draft) and summary and other relevant proposals. The independent directors of the company have expressed their independent opinions on relevant matters.
(II) on April 9, 2020, the company held the 12th (Interim) meeting of the second board of directors and the 10th (Interim) meeting of the second board of supervisors, deliberated and adopted the proposal on the company’s 2020 restricted stock incentive plan (Revised Draft) and its summary, and the independent directors of the company expressed their independent opinions on relevant matters.
(III) from April 10 to April 20, 2020, the company publicized the list of incentive objects first granted by the 2020 restricted stock incentive plan within the company. Within the time limit of publicity, the board of supervisors did not receive any objection or adverse reaction from any organization or individual. On April 22, 2020, the board of supervisors of the company checked the list of incentive objects granted for the first time in the incentive plan and issued the verification opinions and publicity statement of the board of supervisors on the list of incentive objects granted for the first time in the 2020 restricted stock incentive plan.
(IV) on April 29, 2020, the company held the second extraordinary general meeting of shareholders in 2020, deliberated and adopted the proposal on the company’s 2020 restricted stock incentive plan (Revised Draft) and its summary, the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2020 restricted stock incentive plan, and other relevant proposals. On the same day, the company disclosed the self inspection report on the trading of the company’s shares by insiders of the restricted stock incentive plan in 2020 and the incentive objects granted for the first time.
(V) according to the authorization of the company’s second extraordinary general meeting in 2020, the 15th (Interim) meeting of the second board of directors and the 13th (Interim) meeting of the second board of supervisors were held on June 2, 2020, The proposal on adjusting the incentive plan for restricted stocks in 2020 and the proposal on granting restricted stocks to incentive objects for the first time were reviewed and approved, and the independent directors of the company expressed their independent opinions on relevant matters, The board of supervisors verified the list of incentive objects (after adjustment) granted for the first time in the incentive plan and issued the opinions of the board of supervisors on the verification of the list of incentive objects (after adjustment) granted for the first time in the 2020 restricted stock incentive plan.
(VI) on June 11, 2020, the company disclosed the announcement on the completion of the registration of the first grant of the 2020 restricted stock incentive plan. The company actually granted 2112900 restricted shares to 129 incentive objects at the grant price of 9.31 yuan / share. The grant date was June 2, 2020, and the first granted restricted shares were listed on June 15, 2020. After the completion of this grant, the total share capital of the company increased from 277200000 shares to 279312900 shares.
(VII) on December 25, 2020, the 24th (Interim) meeting of the second board of directors and the 20th (Interim) meeting of the second board of supervisors considered and adopted the proposal on repurchase and cancellation of some restricted shares. In view of the fact that the six original incentive objects in the company’s 2020 restricted stock incentive plan have not met the provisions on Incentive objects in the 2020 restricted stock incentive plan (Revised Draft) due to their resignation, the company decided to cancel the qualification of the above incentive objects and repurchase and cancel 92900 restricted shares granted but not lifted, with a repurchase price of 9.31 yuan / share. The independent directors of the company have expressed their independent opinions on this matter.
(VIII) on January 11, 2021, the first extraordinary general meeting of the company in 2021 deliberated and approved the proposal on repurchase and cancellation of some restricted shares, and agreed to repurchase and cancel 92900 restricted shares held by 6 original incentive objects, which have been granted but not lifted.
(IX) on April 13, 2021, the company disclosed the announcement on the completion of repurchase and cancellation of some restricted shares. The company has completed the repurchase and cancellation procedures of the restricted shares of the above six resignation incentive objects in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
(x) on June 7, 2021, the 31st (Interim) meeting of the second board of directors and the 25th (Interim) meeting of the second board of supervisors of the company considered and adopted the proposal on the completion of the first release period and the release conditions of the restricted stock incentive plan in 2020 for the first time. The independent directors of the company expressed their independent opinions on this, and the board of supervisors of the company issued verification opinions.
（11） On June 10, 2021, the company disclosed the suggestive announcement on the listing and circulation of the first restricted shares granted by the 2020 restricted stock incentive plan for the first time.
The number of restricted shares lifted this time is 808000, and the listing and circulation date is June 15, 2021.
（12） On August 9, 2021, the 33rd (Interim) meeting of the second board of directors and the 26th (Interim) meeting of the second board of supervisors considered and adopted the proposal on repurchase and cancellation of some restricted shares. In view of the fact that the four original incentive objects in the company’s 2020 restricted stock incentive plan have not met the provisions on Incentive objects in the 2020 restricted stock incentive plan (Revised Draft) due to their resignation, the company decided to cancel the qualification of the above incentive objects and repurchase and cancel 28920 shares of restricted shares granted but not lifted, with a repurchase price of 9.01 yuan / share. The independent directors of the company have expressed their independent opinions on this matter.
（13） On August 30, 2021, the third extraordinary general meeting of the company in 2021 deliberated and approved the proposal on repurchase and cancellation of some restricted shares, and agreed to repurchase and cancel 28920 shares of restricted shares held by four original incentive objects that have been granted but have not been lifted.
（14） On December 16, 2021, the company disclosed the announcement on the completion of repurchase and cancellation of some restricted shares. The company has completed the repurchase and cancellation procedures of the restricted shares of the above four resignation incentive objects in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
2、 Reasons for cancellation of some restricted shares in this repurchase
According to the relevant provisions of the company’s incentive plan, 8 original incentive objects of the company have not met the incentive conditions specified in the company’s incentive plan due to their resignation. According to the authorization of the second extraordinary general meeting of shareholders in 2020, the company shall repurchase and cancel the restricted shares that have been authorized but not lifted.
3、 The quantity, price and capital source of some restricted shares cancelled in this repurchase
(I) repurchase quantity
The total number of restricted shares granted but not yet lifted held by the eight original incentive objects who resigned from the repurchase is 91800.00, accounting for 4.3447% of the total number of restricted shares granted and 0.0311% of the current total share capital of the company.
(II) repurchase price and pricing basis
According to the company’s incentive plan: “If the incentive object resigns due to resignation, termination of labor relationship, termination of labor relationship, termination of employment relationship and other reasons, the restricted shares that have met the conditions for lifting the restrictions on sales can be lifted from the date of resignation; the restricted shares that have not met the conditions for lifting the restrictions on sales and have not been lifted cannot be lifted, and the company shall repurchase and cancel them, and the repurchase price is the grant price.” The original 8 incentive objects of the company are no longer qualified as incentive objects due to resignation. The company needs to buy back and cancel all the restricted shares that have been granted but have not been lifted at the grant price.
Since the company’s profit distribution plan for 2020 has been implemented, According to the provisions of “chapter XIV: Principles for repurchase and cancellation of restricted shares” 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, shares are reduced or dividends are distributed, which affects the total share capital or the price and quantity of the company’s shares, the company shall adjust the repurchase price of the restricted shares that have not been removed.” Specific adjustments are as follows:
Dividend: P = p0-v = 9.31 yuan / share -0.30 yuan / share = 9.01 yuan / share
Where: P is the adjusted repurchase price of restricted shares per share, P0 is the repurchase price of restricted shares per share before adjustment; V is the dividend per share. After dividend adjustment, P must still be greater than 1.
According to the above adjustment method, the repurchase price of restricted shares is adjusted to 9.01 yuan / share.
(III) total repurchase funds and sources of funds
The number of restricted shares repurchased and cancelled by the company this time is 91800.00 shares, and the repurchase price is 9.01 yuan / share. The total repurchase amount is RMB 827118.00, and all the repurchase funds are the company’s own funds. 4、 Changes in the company’s share capital structure after the cancellation of this repurchase
The proposed repurchase and cancellation of the above shares will reduce the total number of shares of the company by 91800.00 shares. According to the share capital of the company as of January 11, 2022, the total share capital of the company will be reduced from 294757909.00 shares to 294666109.00 shares. The company will timely disclose the changes in the total number of shares and capital structure of the company after the completion of the repurchase and cancellation of restricted shares.
5、 Impact of this repurchase cancellation on the company’s performance
This repurchase and cancellation of some equity incentive restricted stocks is the specific treatment of the company for unqualified restricted stocks according to the incentive plan. The number of restricted stocks repurchased and cancelled is small, and the funds used for repurchase are small, which will not have a great impact on the company’s financial status and operating results, nor affect the enthusiasm and stability of the company’s management team. The company’s management team will continue to be diligent and conscientious, earnestly perform their duties and create value for shareholders.
6、 Opinions of independent directors
After verification, the independent directors of the company agreed that the 8 original equity incentive objects of the company did not meet the conditions of equity incentive objects due to their resignation. The company plans to buy back and cancel the restricted shares held by the above 8 original equity incentive objects, which have been granted but not lifted, in line with the relevant provisions of the Sunshine Global Circuits Co.Ltd(300739) 2020 restricted stock incentive plan (Revised Draft). This matter will not affect the company’s financial status and equity distribution, nor will it damage the legitimate rights and interests of the company and all shareholders, especially the minority shareholders, nor will it have a significant impact on the company’s financial status and operating results.
All independent directors unanimously agree that the company shall repurchase and cancel the restricted shares granted to the 8 incentive objects who have left this time but have not yet been lifted.
7、 Verification opinions of the board of supervisors
After review, the board of supervisors believes that the 8 original incentive objects of the company have not met the provisions on Incentive objects in the company’s restricted stock incentive plan due to their resignation. According to the measures for the administration of equity incentive of listed companies and the company’s 2020 restricted stock incentive plan (Revised Draft) and other relevant provisions, it is agreed that the company shall repurchase and cancel all the restricted shares granted to the above incentive objects but not lifted, with a total of 91800.00 shares, and the repurchase price of 9.01 yuan / share. The deliberation procedures of the board of directors on the repurchase and cancellation of some restricted shares comply with relevant regulations and are legal and effective.
8、 Lawyer’s legal opinion
Beijing Deheng (Shenzhen) law firm issued a legal opinion on the cancellation of restricted shares granted to some resignation incentive objects but not lifted in this repurchase. The lawyer believes that, in addition to being submitted to the general meeting of shareholders for deliberation and approval, the company’s repurchase cancellation has obtained the necessary approval and authorization at this stage. The repurchase reason, quantity and repurchase price involved in this repurchase cancellation are in line with the provisions of the company law, the Securities Law, the administrative measures and other relevant laws, regulations, rules and normative documents and the articles of association, The company still needs to perform the corresponding capital reduction procedures and share cancellation procedures in accordance with the relevant provisions of the company law, and timely perform the obligation of information disclosure on the cancellation of this repurchase.
9、 Documents for future reference
(I) resolution of the 39th (Interim) meeting of the second board of directors;
(II) resolutions of the 31st (Interim) meeting of the second board of supervisors;
(III) opinions of independent directors on the 39th (Interim) meeting of the second board of directors
