Securities code: Hitevision Co.Ltd(002955) securities abbreviation: Hitevision Co.Ltd(002955) Announcement No.: 2022022 Hitevision Co.Ltd(002955) about the third lifting period of restricted stock incentive plan in 2019, the conditions for lifting the restrictions have not been fulfilled
Announcement on repurchase and cancellation of some 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:
1. Hitevision Co.Ltd(002955) (hereinafter referred to as “the company”) the total number of shares repurchased and cancelled this time is 992624, and the repurchase price is 17.94 yuan / share.
At the 12th meeting of the second board of directors and the 8th meeting of the second board of supervisors held on April 27, 2022, the company deliberated and adopted the proposal on the unfulfilled lifting conditions of the third lifting period of the restricted stock incentive plan in 2019 and the repurchase and cancellation of some restricted shares. As the company’s annual operating income in 2021 did not meet the performance assessment requirements at the company level, and 49 original incentive objects resigned for personal reasons, according to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the self discipline supervision guide for listed companies of Shenzhen Stock Exchange No. 1 – business handling part III: 3.2 equity incentive In accordance with the relevant provisions of the company’s 2019 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”) and the measures for the administration of the implementation and assessment of the 2019 restricted stock incentive plan, the board of directors of the company agreed to repurchase and cancel 810206 restricted shares of 186 incentive objects that did not meet the unlocking conditions and 182418 restricted shares held by 49 incentive objects who resigned, The total number of shares repurchased and cancelled by the company this time is 992624, and the repurchase price is 17.94 yuan / share. This matter needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and the general meeting of shareholders shall authorize the management of the company to be fully responsible for handling all relevant procedures such as change registration and filing registration with the company registration authority, and the general meeting of shareholders shall authorize the management of the company to make necessary adjustments in accordance with the approval opinions or requirements put forward by the company registration authority or other relevant competent government departments. The relevant matters are explained as follows:
1、 Brief description of equity incentive plan and relevant approval procedures performed
1. On September 9, 2019, the company held the 18th meeting of the first board of directors, deliberated and adopted the proposal on Hitevision Co.Ltd(002955) 2019 restricted stock incentive plan (Draft) and its summary, the proposal on the company’s approach to the implementation and assessment management of 2019 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. The independent directors of the company expressed their independent opinions on the relevant proposals of the incentive plan, and the lawyer issued a legal opinion. On the same day, the company issued the announcement of Hitevision Co.Ltd(002955) on public solicitation of entrusted voting rights by independent directors.
2. On September 9, 2019, the company held the 11th meeting of the first board of supervisors, deliberated and approved the proposal on Hitevision Co.Ltd(002955) 2019 restricted stock incentive plan (Draft) and its summary, the proposal on the company’s approach to the implementation and assessment management of 2019 restricted stock incentive plan, and the proposal on verifying the list of incentive objects of Hitevision Co.Ltd(002955) 2019 restricted stock incentive plan. And review the list of incentive objects, and believe that the subject qualification of relevant incentive objects as the incentive objects of the company’s restricted stock incentive plan is legal and effective.
3. From September 10, 2019 to September 19, 2019, the company publicized the list of incentive objects granted this time on the company’s intranet. During the publicity period, the board of supervisors of the company did not receive any objection to the list of incentive objects proposed in the incentive plan. On September 20, 2019, the board of supervisors of the company disclosed the statement on the verification opinions and publicity of the list of some incentive objects first granted by the company’s restricted stock incentive plan in 2019.
4. On September 25, 2019, the company held the fourth extraordinary general meeting of shareholders in 2019, which deliberated and approved the proposal on Hitevision Co.Ltd(002955) 2019 restricted stock incentive plan (Draft) and its summary, the proposal on Hitevision Co.Ltd(002955) 2019 restricted stock incentive plan implementation assessment management measures, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, It also disclosed the self inspection report on the trading of company shares by insiders with inside information of the restricted stock incentive plan in 2019.
5. On September 27, 2019, the company held the 19th meeting of the first board of directors and the 12th meeting of the first board of supervisors respectively, and deliberated and adopted the proposal on adjusting matters related to the 2019 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed their independent opinions on this, and believed that the adjustment procedures of relevant matters were in compliance, the granting conditions had been achieved, the subject qualification of incentive objects was legal and effective, and the determined granting date met the relevant provisions. The board of supervisors again verified the list of incentive objects granted with restricted shares on the grant date and issued verification opinions. The lawyer issued a legal opinion.
6. On November 19, 2019, the company completed the registration of the first grant of the 2019 restricted stock incentive plan and granted 1856877 shares of restricted stock to 286 incentive objects. The listing date of the first granted shares of the company’s 2019 restricted stock incentive plan is November 22, 2019. After the registration of this restricted stock grant, the share capital of the company increased from 137233977 shares to 139090854 shares.
7. On May 22, 2020, the company held the 2019 annual general meeting of shareholders, deliberated and approved the 2019 profit distribution and capital reserve conversion to share capital plan. The company took the total share capital of 139090854 shares as the base and converted the capital reserve to all shareholders by 7 shares for every 10 shares. In June 2020, based on the total share capital of 139090854 shares, the company converted 7 shares for every 10 shares to all shareholders with capital reserve. After the conversion, the share capital of the company was changed to 236454451 shares.
8. On September 26, 2020, the company disclosed the announcement on the invalidation of the reserved rights and interests of the restricted stock incentive plan in 2019. The reserved part of the non granted restricted stock 82875 shares of restricted stock has expired.
9. On November 12, 2020, the company held the third meeting of the second board of directors and the third meeting of the second board of supervisors respectively, deliberated and adopted the proposal on adjusting the repurchase quantity and repurchase price of the restricted stock incentive plan in 2019, the proposal on the achievement of lifting the restrictions during the first lifting period of the restricted stock incentive plan in 2019 Proposal on repurchase and cancellation of restricted shares that have not been fully lifted and that have been granted but not unlocked to incentive objects that do not meet the incentive conditions.
Since the company implemented the 2019 equity distribution plan in June 2020, according to the adjustment methods and procedures specified in the incentive plan (Draft), the repurchase price of the company’s restricted shares was adjusted from 30.49 yuan / share to 17.94 yuan / share, and the number of restricted shares was adjusted from 1856877 shares to 3156691 shares.
In view of the achievement of the conditions for lifting the restrictions during the first lifting period of the company’s restricted stock incentive plan in 2019, according to the authorization of the company’s fourth extraordinary general meeting in 2019, the company handled the matters related to the first lifting of the restrictions for the incentive objects who meet the conditions for lifting the restrictions in accordance with relevant regulations. The number of incentive objects meeting the conditions for lifting the restrictions on sales is 262, and the number of shares that can be lifted is 695306, accounting for 0.29% of the current total share capital of the company.
During the first unlocking period of the restricted stock incentive plan in 2019, because the performance evaluation results of 124 incentive objects were B or C, the restricted stock could not be lifted in full, and the Company repurchased and cancelled 13876 restricted shares granted but not unlocked by the above incentive objects. 24 incentive objects granted by the company’s restricted stock incentive plan in 2019 resigned and did not meet the incentive conditions. According to the relevant provisions of the incentive plan (Draft), the restricted shares granted but not unlocked to the above incentive objects are repurchased and cancelled, with a total of 159273 shares. The total number of shares repurchased and cancelled is 173149, and the repurchase price is 17.94 yuan / share. After the repurchase and cancellation, the share capital of the company was adjusted from 236454451 shares to 236281302 shares. After examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the cancellation of this repurchase was completed on April 20, 2021.
10. The company held the seventh meeting of the second board of directors and the fourth meeting of the second board of supervisors on April 7, 2021, and the 2020 annual general meeting of shareholders on April 28, 2021, which deliberated and approved the proposal on the unfulfilled lifting of restrictions in the second lifting period of the restricted stock incentive plan in 2019, the repurchase and cancellation of some restricted shares and the reduction of registered capital. According to the provisions of the company’s incentive plan (Draft), since the company’s operating revenue in 2020 did not reach 130% of the operating revenue in 2018, 892148 restricted shares of 235 incentive objects who did not meet the unlocking conditions need to be repurchased and cancelled. In addition, 403464 restricted shares held by 27 incentive objects need to be repurchased due to their resignation. Upon review and confirmation by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the cancellation of this repurchase was completed on August 12, 2021, and the total share capital of the company was adjusted from 236281302 shares to 234985690 shares.
11. The company held the 12th meeting of the second board of directors and the 8th meeting of the second board of supervisors on April 27, 2022, and deliberated and adopted the proposal on the unfulfilled lifting conditions of the third lifting period of the restricted stock incentive plan in 2019 and the repurchase and cancellation of some restricted shares. According to the provisions of the company’s incentive plan (Draft), since the operating income realized by the company in 2021 did not reach 150% of the operating income in 2018, 810206 restricted shares of 186 incentive objects who did not meet the unlocking conditions need to be repurchased and cancelled. In addition, 182418 restricted shares held by 49 incentive objects need to be repurchased due to their resignation. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Reasons for the limited number and cancellation of shares
1. Reason and quantity of repurchase cancellation
According to the provisions on performance assessment in “Chapter VIII conditions for granting and lifting restrictions on restricted shares” of the company’s incentive plan (Draft), the third period of lifting restrictions on restricted shares granted for the first time is based on the operating income in 2018, and the operating income of the company in 2021 will not be less than 150% of the base. Audited by Tianzhi International Certified Public Accountants (special general partnership), the consolidated statements of the company achieved an operating income of 581141489416 yuan in 2021, less than 150% compared with the operating income base in 2018. The performance evaluation indicators did not meet the conditions for lifting the restrictions in the third lifting period. The company needed to buy back and cancel 810206 restricted shares of 186 incentive objects that did not meet the conditions for unlocking;
According to the provisions on the handling of changes in the personal situation of incentive objects in “Chapter XIII handling of changes between the company and incentive objects” in the company’s incentive plan (Draft), 182418 restricted shares held by 49 incentive objects will be repurchased and cancelled because they have resigned and do not meet the incentive conditions.
2. Source of funds
The company plans to repurchase 992624 restricted shares this time, and the estimated expenditure amount is 1902547863 yuan (principal plus bank deposit interest in the same period). The funds required for this repurchase come from the company’s own funds.
3、 Repurchase price
The third meeting of the second board of directors and the third meeting of the second board of supervisors held on November 12, 2020 considered and adopted the proposal on adjusting the repurchase quantity and repurchase price of the restricted stock incentive plan in 2019. According to the provisions of the incentive plan (Draft), in view of the fact that the company implemented the equity distribution plan in 2019 in June 2020, The repurchase price of restricted shares of the company was adjusted from 30.49 yuan / share to 17.94 yuan / share.
4、 It is estimated that the changes of share capital structure before and after the repurchase and cancellation
Before and after this change
Nature of shares
Proportion of quantity (shares) (%) proportion of dynamic increase and decrease of quantity (shares) (%)
1、 Shares with limited sales conditions 13778724258.64 – 99262413679461858.46
1. Executive lock up shares 18839000.80 018839000.81
2. Initial restricted shares 13491071857.41 013491071857.66
3. Equity incentive restricted shares 99
