Securities code: Hangzhou Century Co.Ltd(300078) securities abbreviation: Hangzhou Century Co.Ltd(300078) Announcement No.: 2022042 bond Code: 123096 bond abbreviation: Sichuang convertible bond
Hangzhou Century Co.Ltd(300078)
Announcement on the repurchase and cancellation of some restricted shares of the company's stock option and restricted stock incentive plan in 2019
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 fifth session of the board of directors (hereinafter referred to as "the eighth session of the board of directors") on the incentive plan of stock repurchase and cancellation of restricted shares was held on August 27, 2019. According to the relevant provisions of the company's 2019 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as "the incentive plan" or "the incentive plan") and the 2019 stock option and restricted stock incentive plan assessment management measures (hereinafter referred to as "the assessment management measures"), due to the resignation of 11 incentive objects, they are no longer qualified as incentive objects, 883400 restricted shares granted but not unlocked are to be repurchased and cancelled this time. Since the annual performance of the company in 2021 did not meet the performance evaluation index of the company in the second release period specified in the incentive plan, according to the provisions of the incentive plan of the company, the Company repurchased and cancelled 1479000 restricted shares corresponding to the second release period held by 50 grantees. To sum up, the board of directors plans to repurchase and cancel 2362400 restricted shares granted by the 2019 stock option and restricted stock incentive plan that have not been lifted, accounting for 0.27% of the company's total share capital. The relevant information about repurchase cancellation is described as follows:
1、 Relevant approval procedures of the company's 2019 stock option and restricted stock incentive plan
1. On December 16, 2019, the 15th meeting of the Fourth Board of directors of the company deliberated and approved the proposal on the company's 2019 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2019 stock option and 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; The 13th meeting of the 4th board of supervisors of the company deliberated and approved the proposal on the company's 2019 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2019 stock option and restricted stock incentive plan, and the proposal on verifying the list of objects granted by the company's 2019 stock option and restricted stock incentive plan; The independent directors of the company expressed their agreed independent opinions on matters related to the 15th meeting of the Fourth Board of directors.
2. From December 17, 2019 to December 30, 2019, the company publicized the names and positions of incentive objects on the company's website. On December 31, 2019, the board of supervisors issued the notice and verification opinions of the board of supervisors on the publicity of the list of incentive objects of the company's 2019 stock option and restricted stock incentive plan.
3. On January 6, 2020, the first extraordinary general meeting of the company in 2020 deliberated and approved the proposal on the company's 2019 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the assessment measures for the implementation of the company's 2019 stock option and 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.
4. On February 14, 2020, the 17th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors deliberated and adopted the proposal on granting stock options and restricted shares to incentive objects. The independent directors of the company expressed their independent opinions on the matter.
5. On April 28, 2021, the 28th meeting of the Fourth Board of directors and the 25th meeting of the Fourth Board of supervisors of the company deliberated and adopted the proposal on cancellation of some stock options and repurchase cancellation of some restricted shares of the company's 2019 stock option and restricted stock incentive plan. According to the relevant provisions of the company's incentive plan and the measures for the assessment and management of 2019 stock option and restricted stock incentive plan, it is agreed to cancel 3281600 restricted shares granted by the 2019 stock option and restricted stock incentive plan. After the cancellation, the incentive objects of the company's 2019 stock option and restricted stock incentive plan will be adjusted from 63 to 61. The above-mentioned repurchase and cancellation of restricted shares have been completed on September 8, 2021.
6. On April 27, 2022, the 9th meeting of the 5th board of directors and the 8th meeting of the 5th board of supervisors deliberated and adopted the proposal on adjusting the stock option repurchase price of the company's 2019 stock option and restricted stock incentive plan. In view of the company's cash dividends of 0.018 yuan / share and 0.013 yuan / share in 2019 and 2020 respectively, according to the provisions of the incentive plan, the repurchase price of restricted shares in the company's stock option and restricted stock incentive plan in 2019 was adjusted from 6.30 yuan / share to 6.269 yuan / share.
2、 Reasons, quantity and price of some restricted shares cancelled in this repurchase
1. Reasons for cancellation of this repurchase
(1) Resignation of some incentive objects
According to the company's incentive plan, assessment management measures and relevant laws and regulations, in view of the resignation of 11 incentive objects, the company will repurchase and cancel 883400 restricted shares that have been granted but not unlocked.
(2) The company's 2021 annual performance assessment objectives have not been achieved
According to the incentive plan, the net profit growth rate of the company in the second year shall not be lower than 20% in 2021 according to the incentive plan. According to the audit, the net profit attributable to the shareholders of the listed company after the amortization of the cost of the incentive plan in 2021 did not meet the performance evaluation index of the second lifting of the restriction period stipulated in the incentive plan. According to the relevant provisions of the incentive plan, 1479000 restricted shares corresponding to the second release period held by 50 grant objects shall not be released from the sales restriction and shall be repurchased and cancelled by the company.
(II) quantity and price of repurchase cancellation
The number of restricted shares granted by the company in this repurchase is 2362400 shares, accounting for 23.31% of the total number granted and 0.27% of the current total share capital of the company. The repurchase price is 6.269 yuan / share.
(III) source of funds for repurchase
The repurchase funds are the company's own funds.
3、 Changes in share capital after the cancellation of this repurchase
Before and after this change
Increase or decrease in share type
Proportion of quantity (shares) (%) proportion of quantity (shares) (%)
1、 Restricted tradable shares 9066918710.47% - 23624008830678710.22%
Executive lock up shares 184509022.13% 184509022.14%
Equity incentive restricted shares 68544000.79% - 236240044920000.52%
Pre IPO restricted shares 45050820.52%
Restricted shares after IPO [1] 608588037.03% 608588037.05%
2、 Tradable shares without restrictions: 77546067989.53% 77546067989.78%
3、 Total share capital 866129866100.00% - 2362400863767466100.00%
Note: [1] on September 21, 2021, Yunhai chain Holding Co., Ltd. (hereinafter referred to as "Yunhai holding") and Hangzhou Hangzhou Century Co.Ltd(300078) Group Co., Ltd. (hereinafter referred to as "Yihui group") signed the share transfer agreement. Yunhai holding transferred 60858803 shares held by Yihui group, and both parties completed the share transfer registration procedures on October 21, 2021. Yunhai holdings promises not to directly or indirectly transfer the shares of the listed company obtained from this equity change within 18 months after the completion of this transaction. [2] If there is any difference between the aggregate and total of the detailed figures in the above statement of changes in share capital, it is caused by rounding, and the final approval of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch shall prevail.
4、 Adjustment of the number of incentive objects granted in this equity incentive plan
The actual number of restricted shares cancelled this time shall be subject to the number confirmed by China Securities Depository and Clearing Co., Ltd. After the cancellation of this repurchase, the total number of restricted stock incentive objects of the company is 50, and the number of restricted shares granted but not unlocked is 4492000.
The repurchase and cancellation of some restricted shares will reduce the registered capital of the company by 2362400 yuan. After the completion of the repurchase and cancellation, the company will perform the relevant capital reduction procedures such as amending the articles of association and industrial and commercial change registration according to law.
5、 Impact of this repurchase cancellation on the company
The repurchase and cancellation of some restricted shares will not have a substantive impact on the company's financial status and operating results, nor will it affect the continuous implementation of the company's equity incentive plan and the diligence of the company's management team. The company's management team will continue to earnestly perform its duties and strive to create value for shareholders.
6、 Opinions of independent directors
After verification, the cancellation of some stock options and the repurchase and cancellation of some restricted shares in the 2019 stock option and restricted stock incentive plan comply with relevant laws and regulations, the incentive plan and other relevant provisions, the decision-making procedures are legal and compliant, and there is no damage to the interests of the company and shareholders. Therefore, we unanimously agree to the above matters and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
7、 Opinions of the board of supervisors
After review, the board of supervisors of the company believes that the cancellation of some stock options and the repurchase and cancellation of some restricted shares in the 2019 stock option and restricted stock incentive plan are in line with the relevant provisions of the company's 2019 stock option and restricted stock incentive plan (Draft), the review procedures are legal and compliant, and will not have an impact on the company's financial status and operating results, There are no circumstances that harm the interests of the company and shareholders. 8、 Lawyer's concluding comments
Shanghai jintiancheng law firm believes that the relevant matters of the 2019 equity incentive plan have fulfilled the approval and authorization that should be fulfilled, and the cancellation of restricted stock repurchase still needs to be approved by the general meeting of shareholders. The methods, contents and results of this adjustment of the company comply with the provisions of the administrative measures, listing rules and other relevant laws, regulations and normative documents, as well as the 2019 equity incentive plan (Draft). The company still needs to fulfill the obligation of information disclosure according to law on matters related to the 2019 equity incentive plan, and go through follow-up procedures in accordance with the provisions of the 2019 equity incentive plan (Draft).
9、 Documents for future reference
1. Resolutions of the 9th meeting of the 5th board of directors of the company;
2. Resolutions of the 8th meeting of the 5th board of supervisors of the company;
3. Independent opinions of independent directors on matters related to the ninth meeting of the Fifth Board of directors of the company;
4. Legal opinion of Shanghai jintiancheng law firm on matters related to 3 Guangdong Xinhui Meida Nylon Co.Ltd(000782) 019 stock option and restricted stock incentive plan.
It is hereby announced.
Hangzhou Century Co.Ltd(300078) board of directors
April 29, 2022
