Securities code: Shenzhen Sunwin Intelligent Co.Ltd(300044) securities abbreviation: Shenzhen Sunwin Intelligent Co.Ltd(300044) Announcement No.: 2022048
Shenzhen Sunwin Intelligent Co.Ltd(300044)
Announcement on the proposed repurchase and cancellation of phase III restricted shares
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.
Special tips:
The repurchase cancellation of the third phase of the restricted stock incentive plan first granted 5.112 million shares of restricted stock and reserved 1.18 million shares of restricted stock, with a total number of 6.292 million shares. The repurchase price of the first granted restricted stock is 3.82 yuan / share and the repurchase price of the reserved part of restricted stock is 3.63 yuan / share. After the completion of repurchase and cancellation, the total number of shares of the company will be changed from 770161228 shares to 763869228 shares. In case of mantissa difference during the implementation of share adjustment, the total number of shares and unit price after the implementation of zhongdeng company shall be taken as accurate data.
1、 Brief description of equity incentive plan
1. At the 30th meeting of the 4th board of directors and the 20th meeting of the 4th board of supervisors held on May 29, 2019, the company deliberated and approved the Shenzhen Sunwin Intelligent Co.Ltd(300044) third restricted stock incentive plan (Draft) and its summary and other relevant proposals, on which the independent directors of the company expressed independent opinions.
2. The second extraordinary general meeting of shareholders in 2019 held on June 18, 2019 reviewed and approved the Shenzhen Sunwin Intelligent Co.Ltd(300044) third restricted stock incentive plan and its summary, the measures for the assessment and management of Shenzhen Sunwin Intelligent Co.Ltd(300044) third 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 company’s third restricted stock incentive plan. The board of directors is authorized to determine the grant date of the third phase of restricted shares, grant restricted shares to the incentive object when the incentive object meets the conditions, and handle all matters necessary for the grant of restricted shares.
3. At the 31st meeting of the 4th board of directors and the 21st Meeting of the 4th board of supervisors held on June 21, 2019, the company deliberated and adopted the proposal on adjusting the list and number of incentive objects of the third restricted stock incentive plan and the proposal on granting restricted shares to incentive objects of the third term stock incentive plan.
4. The company held the 32nd meeting of the 4th board of directors and the 22nd Meeting of the 4th board of supervisors on July 12, 2019, and deliberated and adopted the proposal on adjusting the grant price of the third phase of restricted shares.
5. On September 11, 2019, the company disclosed the announcement on the completion of the registration of the first grant of phase III restricted shares on cninfo.com. So far, the company has completed the grant of the first grant of phase III restricted shares. The grant date is June 21, 2019, the number of shares granted is 20.55 million, the total number of objects granted is 127, and the grant price is 3.82 yuan / share. After the completion of this grant, the total number of shares of the company has changed from 772539508 to 793089508.
6. The company held the 44th meeting of the 4th board of directors and the 28th meeting of the 4th board of supervisors on April 24, 2020, deliberated and adopted the proposal on repurchase and cancellation of the third phase of restricted shares granted but not yet deregulated that do not meet the incentive conditions, which was deliberated and adopted at the 2019 annual general meeting held on May 19, 2020, The repurchase cancelled a total of 8.574 million restricted shares granted but not yet released.
7. On June 9, 2020, the company held the 47th meeting of the 4th board of directors, deliberated and approved the proposal on granting the incentive object with part of the restricted shares reserved in the third phase of the restricted stock incentive plan and the proposal on verifying the list of incentive objects with part of the restricted shares reserved in the third phase of the restricted stock incentive plan at the 31st meeting of the 4th board of supervisors. It is determined that June 9, 2020 is the grant date, and 2.54 million reserved restricted shares are granted to 25 incentive objects.
8. On September 1, 2020, the company disclosed the announcement on the completion of the grant registration of the reserved part of the third phase of restricted shares on cninfo.com. So far, the company has completed the grant of the reserved part of the third phase of restricted shares. The grant date is June 9, 2019, the number of granted shares is 2.36 million, the total number of granted objects is 23, and the grant price is 3.63 yuan / share. After the completion of this grant, the total number of shares of the company has changed from 775845228 shares to 778205228 shares.
9. On September 18, 2020, the company held the second meeting of the Fifth Board of directors and the second meeting of the Fifth Board of supervisors, deliberated and approved the proposal on repurchase and cancellation of the third phase of restricted shares granted but not yet released that do not meet the incentive conditions, and plans to repurchase and cancel the total number of 654000 restricted shares granted but not released for the first time, with a repurchase price of 3.82 yuan / share.
10. On January 11, 2021, the company held the 7th Meeting of the 5th board of directors and the 5th meeting of the 5th board of supervisors, deliberated and approved the proposal on repurchase and cancellation of the third phase of restricted shares granted but not yet released that do not meet the incentive conditions, and plans to repurchase and cancel 840000 shares of restricted shares granted but not released for the first time, with a repurchase price of 3.82 yuan / share.
11. The company held the 11th meeting of the 5th board of directors and the 6th meeting of the 5th board of supervisors on April 27, 2021, and deliberated and adopted the proposal on repurchase and cancellation of the third phase of restricted shares granted but not yet released that do not meet the incentive conditions, The company plans to repurchase and cancel the third phase of the restricted stock incentive plan. The total number of restricted shares granted for the first time is 5.37 million and part of the restricted shares reserved is 1.18 million. The repurchase price of the restricted shares granted for the first time is 3.82 yuan / share and the repurchase price of the reserved part of the restricted shares is 3.63 yuan / share.
2、 Reason, quantity and price of this repurchase
On April 26, 2022, the company held the 25th meeting of the 5th board of directors and the 12th meeting of the 5th board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of the third phase of restricted shares granted but not yet released that do not meet the incentive conditions, According to the relevant provisions of “Chapter XI, section 4, change and termination procedures of this incentive plan” and “chapter XIV, principle of repurchase and cancellation of restricted shares” in the third phase of the company’s restricted stock incentive plan, the net profit data realized by the company in 2021 shall be deducted from the impact of the amortized share based payment cost of all equity incentive plans or employee stock ownership plans implemented within the validity period of this plan in the corresponding performance evaluation period, Unable to meet the unlocking conditions of the third unlocking period for the first granting of restricted stocks in the third restricted stock incentive plan and the unlocking conditions of the second unlocking period for reserving some restricted stocks.
Therefore, the company plans to repurchase and cancel all the 4.821 million restricted shares granted but not yet released in the third unlocking period of the restricted shares granted for the first time, and the repurchase price is 3.82 yuan / share; And reserve part of the restricted shares. In the second unlocking period, all the restricted shares that have been granted but have not been released are 1.18 million, and the repurchase price is 3.63 yuan / share. The independent directors of the company expressed independent opinions on this.
The third phase of the company’s restricted stock incentive plan was granted to Xiong Junjie and Mao Fang for the first time
Hai, Lin Wei, Jiang Yan, Xu Juan, Zhang Chen, ye Lichun, Liu Hua, Guan Cai Lu, Qiu Xiaohui, sun Guixiang, Zou Xiao
Xue and other 12 incentive objects resigned due to personal reasons, according to the third phase of restricted stock incentive plan of the company
The relevant provisions of have not met the incentive conditions. It is proposed to limit the first grant of the above-mentioned personnel who have been granted but have not been released
The total number of institutional shares is 291000, which will be repurchased and cancelled, and the repurchase price is 3.82 yuan / share.
The total number of restricted shares in the third phase of the repurchase and cancellation is 6.292 million shares. After the repurchase and cancellation, the company will
The total number of shares of the company will be changed from 770161228 to 763869228.
After the completion of this restricted stock repurchase and cancellation, the company’s third restricted stock incentive plan totaled
22.91 million shares (including 127 shares granted for the first time, totaling 20.55 million shares, with the grant price of 3.82 yuan / share; reserved
23 people were partially granted, with a total of 2.36 million shares, and the grant price of 3.63 yuan / share) has been fully repurchased. This matter
This item still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Changes in share capital structure after this repurchase
Before and after the repurchase, the changes of shares are as follows:
Before the change of repurchase, this repurchase is cancelled after this change
Quantity (share) proportion (%) quantity (share) quantity (share) proportion (%)
1、 Shares with limited sales conditions 10096208913.11 – 62920009467008912.39
1. Executive lock up shares 9467008912.29 09467008912.39
2. Equity incentive restricted shares 62920000.82 -62920000.00
2、 Shares with no sale conditions 66919913986.89 066919913987.61
3、 Total number of shares 770161228100.00 – 6292000763869228100.00
4、 Impact of repurchase and cancellation of part of the third phase restricted shares on the company’s performance
The repurchase and cancellation of some restricted shares in the third period will not have a significant impact on the company’s operating performance
Affect and will not affect the diligence of the company’s management team. The company’s management team will continue to earnestly perform its work
Responsibility and try to create value for shareholders.
5、 Opinions of independent directors
After verification, the independent directors of the company express independent opinions on the matter as follows:
The restricted shares granted but not yet deregulated in this repurchase and cancellation comply with the administrative measures for equity incentive of listed companies and the company’s phase III restricted stock incentive plan, and have performed necessary and compliant decision-making procedures, which is in line with safeguarding the interests of the company and all shareholders. Therefore, we agree to repurchase and cancel the third phase of restricted shares granted to the above incentive objects but not yet released, and agree to submit them to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Opinions of the board of supervisors
After verifying the cancellation of part of the third phase of restricted shares in this repurchase, the board of supervisors believes that:
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. The board of supervisors unanimously agreed that the company would repurchase and cancel the above-mentioned restricted shares granted but not yet deregulated in accordance with the relevant provisions of the third phase of restricted stock incentive plan, and submit them to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Legal opinion
Guangdong Xinda law firm issued a legal opinion on the third phase of the repurchase and cancellation of some restricted shares, and believed that: the company has obtained the necessary approval and authorization at this stage for the repurchase and cancellation of some restricted shares, and the matters related to the repurchase and cancellation of some restricted shares comply with the relevant provisions of the administrative measures, incentive plan and so on; The company still needs to submit the cancellation of this repurchase to the general meeting of shareholders for deliberation, and go through the procedures of reducing registered capital and canceling shares in accordance with the company law and other relevant regulations.
7、 Documents for future reference
1. Shenzhen Sunwin Intelligent Co.Ltd(300044) the resolution of the 25th meeting of the 5th board of directors;
2. Shenzhen Sunwin Intelligent Co.Ltd(300044) the resolution of the 12th meeting of the 5th board of supervisors;
3. Independent opinions of independent directors on matters related to the 25th meeting of the Fifth Board of directors;
4. Legal opinions of Guangdong Xinda law firm on the cancellation of stock repurchase.
It is hereby announced.
Shenzhen Sunwin Intelligent Co.Ltd(300044) board of directors
April 28, 2002
