Securities code: Zhuhai Bojay Electronics Co.Ltd(002975) securities abbreviation: Zhuhai Bojay Electronics Co.Ltd(002975) Announcement No.: 2022030 bond Code: 127051 bond abbreviation: Bojie convertible bond
Zhuhai Bojay Electronics Co.Ltd(002975)
About the first release period of restricted stock incentive plan in 2021
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. The number of restricted shares to be repurchased and cancelled this time is 309340, and the repurchase price of restricted shares granted for the first time is 49.68 yuan / share.
2. After the completion of repurchase and cancellation, the total share capital of the company will be adjusted from 139688000 shares to 139378660 shares Zhuhai Bojay Electronics Co.Ltd(002975) (hereinafter referred to as “the company”) held the eighth meeting of the second board of directors and the eighth meeting of the second board of supervisors on April 29, 2022, deliberated and adopted the proposal on the first lifting of restrictions in the 2021 restricted stock incentive plan, the failure of lifting restrictions on sales and the repurchase of some restricted stocks for injection and sale. In view of the fact that the performance assessment indicators at the company level did not meet the conditions for lifting the restrictions during the first lifting period of the restricted stock incentive plan for 2021 (hereinafter referred to as the “incentive plan”), the board of directors agreed to repurchase and cancel 309340 restricted shares granted but not lifted, including 296840 restricted shares for 88 incentive objects and 12500 restricted shares for resigned personnel. It is hereby announced as follows:
1、 Overview of the implementation of restricted stock incentive plan
1. On February 22, 2021, the company held the 23rd Meeting of the first board of directors and the 16th meeting of the first board of supervisors, deliberated and adopted the proposal on the 2021 restricted stock incentive plan (Draft) and its summary and other proposals. The independent directors expressed their agreed independent opinions on relevant matters, and Beijing Deheng (Shenzhen) law firm issued a legal opinion.
2. From February 23 to March 4, 2021, the company publicized the names and positions of incentive objects. During the publicity period, the board of supervisors did not receive any objection. On March 6, the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects first granted under the restricted stock incentive plan in 2021.
3. On March 12, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on the 2021 restricted stock incentive plan (Draft) and its summary and other proposals.
4. On March 13, 2021, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the restricted stock incentive plan in 2021.
5. On April 23, 2021, the company held the 25th meeting of the first board of directors and the 18th meeting of the first board of supervisors, deliberated and adopted the proposal on adjusting the list and number of incentive objects granted under the restricted stock incentive plan in 2021 and other proposals. The independent directors and the board of supervisors expressed their explicit consent on the achievements of relevant conditions, and the board of supervisors verified the list of incentive objects and expressed their opinions. Beijing Deheng (Shenzhen) law firm has issued relevant legal opinions.
6. On May 10, 2021, the company disclosed the announcement on the completion of the registration of the first grant of the restricted stock incentive plan in 2021, granting 754600 restricted shares, accounting for 0.54% of the total share capital of the company 13893400 shares, the grant price was 49.68 yuan / share, and the total number of incentive objects was 90.
2、 Reason, quantity, price and capital source of repurchase cancellation
(I) reason and quantity
1. According to the relevant provisions of “Chapter IX II. Conditions for lifting restrictions on restricted shares (III) performance assessment requirements at the company level” of the incentive plan, the performance assessment objectives of the first lifting period are as follows:
Performance assessment objectives during the lifting of sales restrictions
The net profit attributable to the shareholders of the parent company in 2021 increased by more than 10% compared with that in 2020
Because the above performance assessment objectives have not been achieved, the company will repurchase and cancel 296840 restricted shares of 88 incentive objects that do not meet the conditions for lifting the restrictions.
2. If the incentive object has not been renewed in accordance with the provisions of chapter XIV (II) of the incentive plan, and the incentive object has not resigned, the restriction on the sale of shares shall not be renewed according to the provisions of chapter XIV (II) of the incentive plan. In view of the resignation of two of the incentive objects and no longer meeting the incentive conditions, the company will repurchase and cancel 12500 restricted shares it has been granted.
To sum up, the total number of restricted shares to be repurchased and cancelled by the company this time is 309340, accounting for 40.99% of the underlying shares involved in the equity incentive plan and 0.22% of the total share capital of the company. 1 “net profit” refers to the net profit before amortization of incentive cost generated by the implementation of this plan and other equity incentive plans.
(II) repurchase price and source of funds
1. Repurchase price
According to “Chapter IX II. Conditions for lifting restrictions on sales of restricted shares (III) performance assessment requirements at the company level” of the incentive plan, if the company’s current performance level does not meet the performance assessment target conditions, all incentive objects shall not lift the restrictions on sales of restricted shares planned to be lifted in the assessment year, and the company shall repurchase and cancel them at the grant price, with the repurchase price of 49.68 yuan / share; According to the provisions of “Chapter 14 II. Handling of changes in the personal situation of the incentive object (II) resignation of the incentive object” in the incentive plan, if the incentive object’s contract expires and will not be renewed or resigns voluntarily, the restricted shares granted but not lifted shall not be released from the restriction, and the company shall repurchase and cancel them at the grant price, with the repurchase price of 49.68 yuan / share.
2. Source of funds
The source of funds for this restricted stock repurchase is the company’s own funds, with a total amount of 1536801120 yuan. According to the incentive plan, the cash dividend due to the restricted shares granted by the company due to the implementation of equity incentive and not unlocked shall be collected by the company on its behalf, and the incentive object shall be returned after the unlocking of this part of the shares. If this part of the shares cannot be unlocked, this part of the cash dividend shall be recovered by the company.
3、 Changes in equity structure of the company
After the completion of repurchase and cancellation, the total number of shares of the company will be adjusted from 139688000 shares to 139378660 shares. The details are as follows:
S / N category before this change, this repurchase after this change
Number (share) proportion (%) number of cancelled shares (share) number (share) proportion (%)
1. Shares with limited sales conditions 10075460072.1330934010044526072.07
2. Shares with unlimited sales conditions 3893340027.87 — 3893340027.93
3 total 139688 Tcl Technology Group Corporation(000100) .00309340139378660100.00
The cancellation of this repurchase will not lead to changes in the controlling shareholders and actual controllers of the company, and the equity distribution of the company still meets the listing conditions. The original incentive plan of the company will continue to be implemented in accordance with the requirements of laws and regulations.
4、 Impact of repurchase cancellation on the company
The cancellation of this repurchase will offset part of the accrued share based incentive payment expenses, which will be subject to the audit report issued by the accounting firm. The repurchase and cancellation will not have a material impact on the company’s operating results, nor will it affect the diligence of the management team.
5、 Opinions of independent directors
After verification, the company plans to repurchase and cancel some granted but not unlocked restricted shares, which comply with the provisions of the company’s incentive plan and relevant laws and regulations, and the reason, quantity and price of repurchase are legal and compliant. Repurchase cancellation will not affect the company’s continuous operation, nor will it damage the interests of the company and all shareholders. We agree that the company repurchases and cancels some restricted shares that have not met the incentive qualification and the conditions for lifting the restrictions.
6、 Verification opinions of the board of supervisors
On April 29, 2022, the 8th meeting of the second board of supervisors of the company deliberated and approved the proposal on the first lifting of the restricted stock incentive plan in 2021, the failure of the lifting of the restrictions and the repurchase and cancellation of some restricted stocks. The board of supervisors has reviewed the list and number of persons to be repurchased and cancelled. The contents and procedures of this repurchase and cancellation comply with the provisions of laws and regulations such as the measures for the administration of equity incentives of listed companies and the company’s incentive plan. It agrees to repurchase and cancel this part of restricted shares granted but not unlocked. 7、 Lawyer’s legal opinion
The lawyer of Beijing Deheng (Shenzhen) law firm believes that as of the date of issuance of the legal opinion: 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 reasons and quantity of repurchase involved in this repurchase cancellation The repurchase price complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies and other relevant laws, regulations, rules and normative documents, as well as the provisions of Zhuhai Bojay Electronics Co.Ltd(002975) articles of association. The company still needs to perform the corresponding capital reduction procedures and share cancellation procedures in accordance with the company law of the people’s Republic of China and other relevant provisions, And timely fulfill the obligation of information disclosure on the cancellation of this repurchase.
8、 Documents for future reference
1. Resolution of the 8th meeting of Zhuhai Bojay Electronics Co.Ltd(002975) the second board of directors;
2. Resolution of the 8th meeting of Zhuhai Bojay Electronics Co.Ltd(002975) the second board of supervisors;
3. Independent opinions of independent directors on matters related to the eighth meeting of the second board of directors;
4. Legal opinions of Beijing Deheng (Shenzhen) law firm on matters related to the repurchase and cancellation of some incentive shares of Zhuhai Bojay Electronics Co.Ltd(002975) 2021 restricted stock incentive plan.
It is hereby announced.
Zhuhai Bojay Electronics Co.Ltd(002975) board of directors April 29, 2022
