Securities code: Jade Bird Fire Co.Ltd(002960) securities abbreviation: Jade Bird Fire Co.Ltd(002960) Announcement No.: 2022063 Jade Bird Fire Co.Ltd(002960)
Announcement on adjusting the number and price of relevant rights and interests first granted and reserved for grant under the first phase of 2020 stock option and restricted stock incentive plan
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.
Jade Bird Fire Co.Ltd(002960) (hereinafter referred to as “the company”) the sixth meeting of the Fourth Board of directors and the fifth meeting of the Fourth Board of supervisors were held on May 18, 2022. The proposal on adjusting the number and price of relevant rights and interests granted and reserved for the first phase of 2020 stock option and restricted stock incentive plan was deliberated and adopted respectively. The details are hereby announced as follows:
1、 Decision making procedures and approval of this equity incentive plan
(I) on March 8, 2020, the 20th meeting of the third board of directors of the company deliberated and adopted the proposal on the company’s incentive plan for the first stock option and restricted stock in 2020 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s incentive plan for the first stock option and restricted stock in 2020, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The seventh meeting of the third board of supervisors of the company deliberated and adopted relevant proposals, and the independent directors of the company expressed independent opinions. (II) April 22, 2020, The 23rd Meeting of the third board of directors of the company deliberated and approved the proposal on the company’s 2020 first issue stock option and restricted stock incentive plan (Revised Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of 2020 first issue stock option and restricted stock incentive plan (revised draft), and the proposal on convening the company’s 2019 annual general meeting. The eighth meeting of the third board of supervisors of the company deliberated and adopted relevant proposals, and the independent directors of the company expressed independent opinions. (III) from March 9, 2020 to March 19, 2020, the company publicized the names and positions of the incentive objects to be granted for the first time in the incentive plan on the company’s official website. As of the expiration of the publicity period, the board of supervisors of the company has not received any objection from anyone to the proposed incentive objects. On May 8, 2020, the board of supervisors of the company issued the review opinions and publicity statement of the board of supervisors on the list of incentive objects of the company’s first stock option and restricted stock incentive plan in 2020.
(IV) on May 15, 2020, the 2019 annual general meeting of shareholders of the company reviewed and approved the proposal on the company’s incentive plan for the first issue of stock options and restricted stocks in 2020 (Revised Draft) and its summary Proposal on the management measures for the implementation and assessment of the company’s first stock option and restricted stock incentive plan in 2020 (Revised Version) and proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The company’s implementation of the first phase of 2020 stock option and restricted stock incentive plan has been approved, and the board of directors is authorized to determine the grant date, grant stock options and restricted stocks to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant; At the same time, the company disclosed Jade Bird Fire Co.Ltd(002960) the self inspection report on the trading of the company’s shares by insiders of the first stock option and restricted stock incentive plan in 2020 according to the verification of the trading of the company’s shares by insiders.
(V) on May 19, 2020, the 27th meeting of the third board of directors and the 10th meeting of the third board of supervisors deliberated and adopted the proposal on granting stock options and restricted shares to incentive objects for the first time. The board of supervisors verified the list of incentive objects granted for the first time and expressed their consent. The independent directors of the company expressed their independent opinions on this.
(VI) on June 16, 2020, the company completed the registration of stock options and restricted shares, and the final number of stock options and restricted shares was 4.685 million and 6.21 million respectively.
(VII) on October 30, 2020, the 39th meeting of the third board of directors and the 15th meeting of the third board of supervisors deliberated and adopted the proposal on adjusting the first grant price of stock option and restricted stock incentive plan in 2020. According to the implementation of equity distribution of the company in 2019, Adjust the exercise price of stock options and the repurchase price of restricted shares granted for the first time in the first phase of 2020 stock option and restricted stock incentive plan. The independent directors of the company expressed their independent opinions on this.
(VIII) on April 28, 2021, the 48th meeting of the third board of directors and the 18th meeting of the third board of supervisors deliberated and adopted the proposal on the achievement of exercise conditions of stock options in the first exercise period of the first stock option and restricted stock incentive plan in 2020 The independent directors of the company have expressed independent opinions on the above matters, such as the proposal on canceling the stock options granted but not exercised to some incentive objects of the first stock option and restricted stock incentive plan in 2020, and the proposal on the achievement of lifting the restrictions during the first lifting period of the restricted shares granted by the first stock option and restricted stock incentive plan in 2020.
(IX) on May 14, 2021, the 49th meeting of the third board of directors and the 19th meeting of the third board of supervisors deliberated and adopted the proposal on granting reserved stock options and restricted shares to incentive objects. The board of supervisors verified the list of incentive objects reserved for grant and expressed their consent, and the independent directors of the company expressed their independent opinions.
(x) on June 3, 2021, the 52nd meeting of the third board of directors and the 21st Meeting of the third board of supervisors considered and adopted the proposal on adjusting the number and price of relevant rights and interests granted and reserved for the first phase of 2020 stock option and restricted stock incentive plan. Due to the equity distribution of the company in 2020, It is agreed that the company will adjust the number of stock options and exercise prices, the number of restricted shares and grant / repurchase prices granted and reserved for the first phase of 2020 stock option and restricted stock incentive plan.
（11） On August 11, 2021, the 55th meeting of the third board of directors and the 22nd Meeting of the third board of supervisors deliberated and adopted the proposal on canceling some granted but not exercised stock options. Because one incentive object resigned and did not meet the incentive conditions, the company agreed to cancel all granted but not exercised stock options.
（12） The company held the 60th meeting of the third board of directors and the 24th Meeting of the third board of supervisors on October 26, 2021, and the first extraordinary general meeting of shareholders in 2021 on November 12, 2021, respectively, which reviewed and approved the proposal on repurchase and cancellation of some restricted shares granted but not lifted, It is agreed that the company repurchases and cancels 146063 shares of restricted shares granted for the first time in the first phase of 2020 stock option and restricted stock incentive plan, and the repurchase price is adjusted to 8.49 yuan / share, plus the bank deposit interest in the same period on the date when the board of directors implements the repurchase and cancellation. The company disclosed the announcement on repurchasing and cancelling some restricted shares and notifying creditors on November 13, 2021. The repurchase and cancellation of this part of restricted shares was completed on January 14, 2022.
（13） On February 25, 2022, the company held the 66th meeting of the third board of directors and the 25th meeting of the third board of supervisors, deliberated and approved the proposal on canceling some granted but not exercised stock options, and agreed to cancel 75550 granted but not exercised stock options of one resigned incentive object; At the same time, the proposal on repurchasing and cancelling part of the restricted shares granted but not yet lifted was reviewed and approved, and the company was agreed to cancel the restricted shares granted but not lifted by one resigned incentive object
419721 shares. The repurchase and cancellation of restricted shares has been deliberated and approved at the first extraordinary general meeting of shareholders in 2022 held on March 30, 2022, and the announcement on repurchase and cancellation of some restricted shares and notifying creditors was disclosed on March 31, 2022.
（14） On May 13, 2022, the fifth meeting of the Fourth Board of directors and the fourth meeting of the Fourth Board of supervisors of the company deliberated and adopted the proposal on the achievement of exercise conditions for the second exercise period of stock options first granted by the first stock option and restricted stock incentive plan in 2020 The proposal on the achievement of the exercise conditions in the first exercise period of stock options reserved for the first issue of stock options and restricted stock incentive plan in 2020, the proposal on the achievement of the release conditions in the second release period of restricted stocks first granted by the first issue of stock options and restricted stock incentive plan in 2020 The independent directors of the company expressed independent opinions on the above matters in the proposal on the achievement of the first release period of restricted shares reserved for granting restricted shares in the incentive plan for the first issue of stock options and restricted shares in 2020.
（15） On May 18, 2022, the company held the sixth meeting of the Fourth Board of directors and the fifth meeting of the Fourth Board of supervisors, which respectively deliberated and adopted the proposal on adjusting the number and price of relevant rights and interests granted and reserved for the first phase of 2020 stock option and restricted stock incentive plan. Due to the profit distribution of the company in 2021, It is agreed that the company will adjust the number of stock options and exercise price, the number of restricted shares and repurchase price granted for the first time and reserved in the first phase of 2020 stock option and restricted stock incentive plan.
2、 Explanation on the adjustment of the first granted equity price of this equity incentive plan
(I) adjustment reasons
On April 22, 2022, the company’s 2021 annual general meeting of shareholders deliberated and approved the proposal on profit distribution plan for 2021. The company’s 2021 annual profit distribution plan is: Based on the total share capital of 348935611 shares on March 29, 2022, the company will distribute cash dividends of RMB 4.0 (including tax) to all shareholders for every 10 shares, totaling RMB 13957424440 (including tax), without bonus shares. The total capital stock of the company will be increased by transferring shares to the total capital stock of the company in the form of share increase of 48854 after a total share increase of 48854 shares to all shareholders. If the distribution base is unchanged from the date of implementation of the equity distribution plan to the date of implementation of the equity distribution plan, the distribution base shall be adjusted according to the total equity distribution plan from the date of implementation of the equity distribution plan to the date of implementation of the equity distribution plan.
Since the disclosure of the above profit distribution plan, the total share capital of the company has been changed from 348935611 shares to 349059635 shares because 124024 shares of stock option incentive objects have been granted for the first time by the company’s phase I stock option and restricted stock incentive plan in 2020. According to the principle of “the distribution proportion remains unchanged and the total distribution amount is adjusted”, the adjusted profit distribution plan of the company is: take the total share capital 349059635 shares that the company can participate in the distribution as the base, distribute cash dividends of RMB 4000000 (including tax) to all shareholders for every 10 shares, totaling RMB 13962385400 (including tax), without bonus shares. At the same time, 4000000 shares were transferred to all shareholders for every 10 shares in the form of capital reserve. A total of 139623854 shares were transferred. After the transfer, the total share capital of the company increased to 488683489 shares.
The above profit distribution plan will be implemented on May 20, 2022. According to the measures for the administration of equity incentive of listed companies and the relevant provisions of the company’s 2020 first stock option and restricted stock incentive plan (Revised Draft), the company shall adjust the number of stock options and exercise price, the number of restricted shares and grant / repurchase price granted and reserved for the first time in 2020 first stock option and restricted stock incentive plan. The details are as follows:
(II) adjustment method
1. Stock option
(1) Quantity adjustment
According to the provisions of the company’s 2020 first issue stock option and restricted stock incentive plan (Revised Draft), if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision, allotment or reduction of shares, dividend distribution and so on before the incentive object exercises, the number of stock options shall be adjusted accordingly. The adjustment method is as follows:
① Conversion of capital reserve into share capital, distribution of stock dividends and stock splitting
Q＝Q0 × （1＋n）
Where: Q0 is the number of stock options before adjustment; The ratio of the share capital increased or transferred after the share capital is divided or divided (i.e. the ratio of the share capital increased or transferred after the share capital is divided or divided); Q is the adjusted number of stock options.
According to the above calculation rules, from May 20, 2022, the company’s first stock option and restricted stock incentive plan in 2020 will grant stock options for the first time, and the number of unexercised parts in the second and third exercise periods will be adjusted from 3836249 to:
Q=3,836249 × (1 + 0400000) ≈ 5370749 copies;
Among them, the first stock option and restricted stock incentive plan in 2020 granted stock options for the first time, and the number of exercisable but not exercisable parts in the second exercise period was adjusted from 1764718 to:
Q=1,764718 × (1 + 0400000) ≈ 2470605 copies;
In 2020, the first phase of stock option and restricted stock incentive plan granted stock option for the first time does not meet the exercise conditions, which will be determined by the company
