Securities code: Zhanjiang Guolian Aquatic Products Co.Ltd(300094) securities abbreviation: Zhanjiang Guolian Aquatic Products Co.Ltd(300094) Announcement No.: 2022026 Zhanjiang Guolian Aquatic Products Co.Ltd(300094)
Announcement on repurchase and cancellation of restricted shares related to the 2020 restricted stock incentive plan
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.
Zhanjiang Guolian Aquatic Products Co.Ltd(300094) (hereinafter referred to as “the company”) deliberated and adopted the proposal on repurchase and cancellation of restricted shares related to the 2020 restricted stock incentive plan at the 12th meeting of the Fifth Board of directors on April 25, 2022. The relevant matters are explained as follows:
1、 Brief introduction of the company’s restricted stock incentive plan
1. On March 3, 2020, the company held the 27th meeting of the 4th board of directors, deliberated and passed the proposal on the company’s 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the assessment and management of the implementation of the company’s 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 the 2020 restricted stock incentive plan. The independent directors of the company have clearly agreed to the incentive plan for 2020. On March 3, 2020, the company held the 23rd Meeting of the 4th board of supervisors, deliberated and approved the proposal on Zhanjiang Guolian Aquatic Products Co.Ltd(300094) 2020 restricted stock incentive plan (Draft) and its summary, the proposal on Zhanjiang Guolian Aquatic Products Co.Ltd(300094) 2020 restricted stock incentive plan implementation assessment management measures “and the proposal on the verification opinions on the list of incentive objects of Zhanjiang Guolian Aquatic Products Co.Ltd(300094) 2020 restricted stock incentive plan.
2. March 6 to March 15, 2020. The board of supervisors of the company publicized the list and positions of the incentive objects of the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the proposed incentive objects of the incentive plan. On March 16, 2020, the board of supervisors of the company issued the review opinions and publicity statement on the list of incentive objects of the 2020 restricted stock incentive plan.
3. On March 20, 2020, the company held the second extraordinary general meeting of shareholders in 2020, deliberated and passed the proposal on the company’s 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 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 the 2020 restricted stock incentive plan, It also disclosed the self inspection report on the trading of company shares by insiders and incentive objects of the 2020 restricted stock incentive plan on March 20, 2020.
4. On May 21, 2020, the company held the 32nd meeting of the 4th board of directors and the 27th meeting of the 4th board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects. According to the relevant provisions of the measures for the administration of equity incentive of listed companies, the incentive plan and the authorization of the second extraordinary general meeting of shareholders in 2020, The board of directors considered that the grant conditions of the restricted stock incentive plan had been met, and determined the grant date as may 22, 2020, granting 9.44 million restricted shares to 76 incentive objects.
5. On June 24, 2020, the company held the 34th meeting of the 4th board of directors and deliberated and adopted the proposal on repurchase and cancellation of some restricted shares. Due to the resignation of the incentive object Peng Yating, who no longer meets the incentive conditions, the company plans to repurchase and cancel the restricted shares granted but not unlocked, with a number of 50000 shares.
6. On March 9, 2021, the company held the fourth meeting of the Fifth Board of directors and the fourth meeting of the Fifth Board of supervisors, and deliberated and adopted the proposal on granting reserved restricted shares to incentive objects and the proposal on repurchase and cancellation of some restricted shares. According to the relevant provisions of the measures for the administration of equity incentive of listed companies, the incentive plan and the authorization of the company’s second extraordinary general meeting in 2020, the board of Directors considers that the conditions for the grant of the restricted stock incentive plan have been met, determines the grant date as March 9, 2021, and grants 1 million restricted shares to two incentive objects. Due to the resignation of incentive objects Liang Zhiteng, Wang Beihua, Li Zhijian, Chen Huajian and he Jiafa, they no longer meet the incentive conditions. The company plans to repurchase and cancel the restricted shares granted but not unlocked, with a total of 390000 shares.
7. On April 27, 2021, the fifth meeting of the Fifth Board of directors of the company deliberated and approved the proposal on repurchase and cancellation of restricted shares related to the 2020 restricted stock incentive plan. On August 25, 2021, the sixth meeting of the Fifth Board of directors of the company deliberated and approved the proposal on adjusting repurchase and cancellation of some restricted shares. According to the 2020 restricted stock incentive plan (Draft) According to the relevant provisions of the measures for the administration of the implementation and assessment of the company’s 2020 restricted stock incentive plan, the company failed to meet the performance assessment target at the company level in the first lifting period, and a total of 3576000 restricted shares of 70 incentive objects need to be repurchased and cancelled; In addition, Liao Yamei lost her incentive qualification due to her resignation, and a total of 60000 restricted shares need to be repurchased and cancelled.
8. On October 25, 2021, the company held the 9th meeting of the 5th board of directors and the 8th meeting of the 5th board of supervisors, and deliberated and adopted the proposal on repurchase and cancellation of some restricted shares respectively. According to the provisions of the 2020 restricted stock incentive plan (Draft), the Company repurchased and cancelled a total of 408000 restricted shares that had been granted but not unlocked held by 6 incentive objects who left their jobs, including Wang zuozhou, Chen Yongwen, Xie Yan, Liang Yanxia, Huang Xu and Wang Xiaocheng, with a repurchase price of 2.17 yuan / share.
9. On December 29, 2021, the company held the 10th meeting of the 5th board of directors and the 9th meeting of the 5th board of supervisors, which respectively deliberated and adopted the proposal on repurchase and cancellation of some restricted shares. According to the provisions of the 2020 restricted stock incentive plan (Draft), due to the resignation of the incentive object Xiao Lili, who no longer meets the incentive conditions, the company plans to repurchase and cancel the restricted shares granted but not unlocked, with a total of 60000 shares, accounting for about 0.01% of the total share capital of the company before the repurchase.
10. On April 25, 2022, the company held the 12th meeting of the 5th board of directors and the 10th meeting of the 5th board of supervisors, deliberated and approved the proposal on repurchase and cancellation of restricted shares related to the 2020 restricted stock incentive plan. The company will repurchase and cancel a total of 2.493 million restricted shares of 62 incentive objects.
Including: the number of restricted shares corresponding to the second release period of the first grant part is 2403000 shares, involving 60 incentive objects; 90000 restricted shares corresponding to the resignation of two incentive objects (Han Xinghui and Ou Zhengwei).
2、 Cancellation of this repurchase
1. Reasons for repurchase cancellation
In accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”), the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 – equity incentive, the company’s 2020 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”) and the measures for the administration of the implementation and assessment of the company’s 2020 restricted stock incentive plan, The performance assessment objective at the company level in the second lifting period of the incentive plan is: “based on the company’s operating revenue in 2019, the growth rate of operating revenue in 2021 will not be less than 30%;”. According to the certificate issued by Zhongshen Zhonghuan Certified Public Accountants (special general partnership)
According to the audit report, the company’s operating income in 2021 was 447417 million yuan, a decrease of 3.32% compared with that in 2019, which did not meet the performance evaluation goal at the company level in the second restricted stock release period stipulated in the measures for the administration of the implementation and evaluation of the company’s restricted stock incentive plan in 2020. The company shall repurchase and cancel the restricted stock in the second restricted stock release period of the incentive plan.
In addition, due to the resignation of incentive objects Han Xinghui and Ou Zhengwei, who no longer meet the incentive conditions, the company plans to repurchase and cancel the restricted shares granted but not unlocked.
2. Number of repurchases written off
According to the provisions of the incentive plan, the company will repurchase and cancel a total of 2493000 restricted shares of 62 incentive objects. Including: the number of restricted shares corresponding to the second release period of the first grant part is 2403000 shares, involving 60 incentive objects; 90000 restricted shares corresponding to the resignation of two incentive objects (Han Xinghui and Ou Zhengwei).
3. Repurchase cancellation price
According to the provisions of the incentive plan, the repurchase price of the company’s restricted shares is 2.17 yuan / share.
3、 Impact of the repurchase and cancellation of restricted shares on the company
The repurchase and cancellation of some restricted shares will not affect the company’s sustainable operation ability, and will not have a material impact on the company’s financial status and operating results.
4、 Verification opinions of the board of supervisors
The board of supervisors held that after reviewing the list and number of incentive objects involved in the repurchase and cancellation of restricted shares, it was considered that the repurchase and cancellation of some restricted shares of the company met the relevant provisions of the management measures and the company’s incentive plan. The board of supervisors agreed to buy back and cancel the restricted shares related to the incentive plan.
5、 Opinions of independent directors
The independent directors believe that the reasons, quantity, price and procedures for the cancellation of this repurchase are legal and compliant, will not affect the company’s continuous operation, will not have a material impact on the company’s financial status and operating results, and will not damage the interests of the company and all shareholders. Therefore, the independent directors agreed to buy back and cancel the restricted shares related to the incentive plan.
6、 Lawyer’s opinion
The lawyer of Beijing Zhonglun (Shenzhen) law firm believes that the repurchase cancellation has fulfilled the necessary authorization and approval at this stage; The reason, quantity and price of this repurchase cancellation comply with the relevant provisions of the administrative measures and the 2020 restricted stock incentive plan; The company still needs to fulfill the obligation of information disclosure according to law and perform corresponding legal procedures for the reduction of the company’s registered capital caused by the cancellation of this repurchase.
7、 Documents for future reference
1. Resolutions of the 12th meeting of the 5th board of directors;
2. Resolutions of the 10th meeting of the 5th board of supervisors;
3. Independent opinions of independent directors on matters related to the 12th meeting of the 5th board of directors;
4. Legal opinion of Beijing Zhonglun (Shenzhen) law firm on the repurchase and cancellation of some restricted shares under the Zhanjiang Guolian Aquatic Products Co.Ltd(300094) 2020 restricted stock incentive plan.
It is hereby announced.
Zhanjiang Guolian Aquatic Products Co.Ltd(300094) board of directors April 27, 2022
