Securities code: 002925 securities abbreviation: Xiamen Intretech Inc(002925) Announcement No.: 2022-013 Xiamen Intretech Inc(002925)
About adjusting the incentive plan of restricted shares in 2021
Announcement on reserving the number 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.
Xiamen Intretech Inc(002925) (hereinafter referred to as “the company”) convened the 17th meeting of the Fourth Board of directors on January 13, 2022, deliberated and adopted the proposal on adjusting the number of reserved restricted shares in the 2021 restricted stock incentive plan, and the number of reserved restricted shares was adjusted from 327000 shares to 555900 shares. The relevant adjustments are hereby announced as follows:
1、 Procedures performed for the restricted stock incentive plan in 2021
(I) on January 4, 2021, the company held the fifth meeting of the Fourth Board of directors, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive were reviewed and approved. The independent directors of the company expressed independent opinions on whether the restricted stock incentive plan in 2021 (hereinafter referred to as “the incentive plan”) is conducive to the sustainable development of the company and whether there is any situation damaging the interests of the company and all shareholders. On the same day, the company held the fifth meeting of the Fourth Board of supervisors, The proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the company’s measures for the implementation and assessment of the restricted stock incentive plan in 2021 and the proposal on the list of some incentive objects granted by the company’s restricted stock incentive plan for the first time in 2021 were reviewed and approved, The board of supervisors of the company verified the relevant matters of the incentive plan and issued opinions.
(II) from January 6, 2021 to January 15, 2021, the company publicized the names and positions of the incentive objects to be granted for the first time in the incentive plan through the internal publicity system. During the publicity period, the board of supervisors of the company did not receive any objection related to the proposed incentive objects of the incentive plan. On January 16, 2021, the board of supervisors of the company disclosed the review opinions and publicity statement of the board of supervisors on the list of some incentive objects first granted by the company’s restricted stock incentive plan in 2021.
(III) on January 21, 2021, the company held the first extraordinary general meeting of shareholders in 2021, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive were reviewed and approved. The company’s implementation of the incentive plan is approved, and the board of directors is authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when incentive objects meet the conditions, and handle all matters necessary for the grant of restricted shares. On January 22, 2021, the board of directors of the company disclosed the announcement on the resolution of the first extraordinary general meeting of shareholders in 2021 and the self inspection report on the trading of the company’s shares by insiders and incentive objects of the company’s restricted stock incentive plan in 2021. (IV) on January 21, 2021, the company held the 6th meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors, deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time in the 2021 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects of the 2021 restricted stock incentive plan for the first time. The independent directors of the company expressed independent opinions on the above proposal and believed that the conditions for the first grant had been achieved, the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions. The board of supervisors verified the list of some incentive objects granted for the first time and issued verification opinions. On February 3, 2021, the company completed the grant registration of restricted shares whose shares come from fixed increase, and disclosed the announcement on the completion of the first grant registration of the 2021 restricted stock incentive plan (fixed increase part); On February 5, 2021, the company completed the grant registration of restricted shares whose shares came from repurchase, and disclosed the announcement on the completion of the first grant registration of the 2021 restricted stock incentive plan (repurchase part).
(V) on April 22, 2021, the company held the 9th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors, and deliberated and adopted the proposal on repurchase and cancellation of restricted shares granted to some incentive objects of the restricted stock incentive plan in 2021 but not lifted. The independent directors of the company expressed independent opinions on relevant matters.
(VI) on May 12, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of restricted shares that have been granted to some incentive objects of the restricted stock incentive plan in 2021 but have not been lifted, and disclosed the announcement on repurchase and cancellation of restricted shares, capital reduction and notice to creditors on May 13, 2021.
(VII) on October 25, 2021, the company held the 14th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the repurchase and cancellation of restricted shares granted to some incentive objects of the restricted stock incentive plan in 2021 but not lifted. The independent directors of the company expressed independent opinions on relevant matters.
(VIII) on November 18, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects of the restricted stock incentive plan in 2021 but not yet lifted the restriction on sales, and disclosed the announcement on repurchase and cancellation of restricted shares, capital reduction and notice to creditors on November 19, 2021.
(IX) on January 13, 2022, the company held the 17th meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors, deliberated and adopted the proposal on adjusting the number of reserved restricted shares in the 2021 restricted stock incentive plan and the proposal on granting reserved restricted shares to the incentive objects of the 2021 restricted stock incentive plan. The independent directors of the company expressed independent opinions on the above proposal and believed that the reserved grant conditions have been achieved, the subject qualification of the incentive object is legal and effective, and the determined grant date meets the relevant regulations. The board of supervisors verified the list of some incentive objects reserved for grant and issued verification opinions.
2、 Explanation on the adjustment of the number of restricted shares reserved in the incentive plan
The company disclosed the announcement on the implementation of annual equity distribution in 2020 on April 15, 2021. Based on 459733788 shares, the company distributed cash dividends of RMB 10.00 (including tax) to all shareholders for every 10 shares, and increased 7 shares for every 10 shares to all shareholders with capital reserve. This equity distribution was completed on April 21, 2021.
The company’s first extraordinary general meeting in 2021 authorized the board of directors to make corresponding adjustments to the number of restricted shares in accordance with the methods specified in the 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”) when the company’s capital reserve is converted into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and other matters occur. The board of directors adjusted the number of reserved restricted shares as follows:
According to the provisions of the incentive plan (Draft), if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, share splitting, share allotment, share reduction, etc. from the date of announcement of the incentive plan to the completion of the registration of restricted shares by the incentive object, the number of restricted shares shall be adjusted accordingly. The adjustment method is as follows: q = Q0 × （1＋n）
Where: Q0 is the number of restricted shares before adjustment; N is the ratio of capital reserve per share converted into share capital, dividend distribution and share subdivision (i.e. the number of shares increased after conversion, share distribution or subdivision of each share); Q is the adjusted number of restricted shares.
Therefore: after the equity distribution in 2020, the number of restricted shares reserved in the restricted stock incentive plan in 2021 is adjusted from 327000 shares to 555900 (32.70 * (1 + 0.7)) shares.
3、 Impact of this adjustment on the company
The adjustment of the number of restricted shares reserved in the restricted stock incentive plan in 2021 will not have a material impact on the company’s financial status and operating results.
4、 Opinions of independent directors
The independent directors of the company express the following independent opinions on the adjustment of the number of restricted shares reserved in the company’s restricted stock incentive plan in 2021:
After verification, we believe that the adjustment of the number of reserved restricted shares in the restricted stock incentive plan in 2021 is based on the adjustment of the number of reserved restricted shares in accordance with the incentive plan (Draft) and the announcement on the implementation of annual equity distribution in 2020 The adjustment procedures and results comply with the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the incentive plan (Draft). The decision-making procedures are legal and effective, and there is no damage to the interests of the company and shareholders. Therefore, we agree to adjust the number of restricted shares reserved for the company’s restricted stock plan in 2021.
5、 Opinions of the board of supervisors
After deliberation, the board of supervisors held that the number of restricted shares reserved in the restricted stock incentive plan in 2021 was adjusted from 327000 shares to 555900 shares, which was adjusted according to the company’s incentive plan (Draft) and the announcement on the implementation of annual equity distribution in 2020. This adjustment of the number of reserved restricted shares will not have a significant impact on the company’s financial status and operating results. We agree to the above adjustment of the number of reserved restricted shares.
6、 Legal opinions issued by lawyers
The adjustment of the number of restricted shares reserved in the incentive plan has obtained the necessary approval and authorization on the issuance date of this legal opinion; This adjustment complies with the provisions of the measures for the administration of equity incentive of listed companies and other relevant laws, regulations, rules and normative documents, and with the relevant arrangements of the Xiamen Intretech Inc(002925) 2021 restricted stock incentive plan (Draft).
7、 Opinion of independent financial adviser
Shanghai Rongzheng Investment Consulting Co., Ltd., as the independent financial consultant of the company’s restricted stock incentive plan in 2021, believes that the adjustment of the number of restricted shares reserved in the incentive plan by the board of directors of the company in accordance with the relevant provisions of the management measures and the company’s incentive plan (draft), as authorized by the company’s first extraordinary general meeting in 2021.
8、 Documents for future reference
1. Resolution of the 17th meeting of the 4th board of directors.
2. Independent opinions of independent directors on matters related to the 17th meeting of the Fourth Board of directors of the company. 3. Resolution of the 17th meeting of the 4th board of supervisors.
4. Legal opinion of Fujian Zhili law firm on Xiamen Intretech Inc(002925) 2021 restricted stock incentive plan adjustment and reserved partial grant matters.
5. Independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on matters related to the reserved grant of Xiamen Intretech Inc(002925) restricted stock incentive plan in 2021.
It is hereby announced.
Xiamen Intretech Inc(002925) board of directors
January 15, 2022
