Securities code: – 6005
Announcement on the implementation of equity incentive restricted stock repurchase and cancellation
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and completeness of its contents.
Important content tips:
● reasons for repurchase and cancellation: Xiamen Itg Group Corp.Ltd(600755) (hereinafter referred to as “the company”) the 7 first granted incentive objects in the 2020 restricted stock incentive plan do not meet the criteria for determining incentive objects due to job transfer, voluntary resignation or demotion, and are no longer eligible for incentive. The company will repurchase and cancel 770000 restricted shares that have been granted but have not been lifted.
● relevant information about the cancellation of shares:
Number of shares repurchased number of shares cancelled date of cancellation
770000 shares 770000 shares May 25, 2022
1、 Decision making and information disclosure of this restricted stock repurchase and cancellation
On March 25, 2022, the company held the fifth meeting of the 10th board of directors in 2022 and the second meeting of the 10th board of supervisors in 2022, deliberated and adopted the proposal on repurchase and cancellation of restricted shares of some incentive objects of the 2020 restricted stock incentive plan, and the independent directors of the company expressed independent opinions on relevant matters. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 26, 2022 The announcement of Xiamen Itg Group Corp.Ltd(600755) on repurchase and cancellation of restricted shares of some incentive objects of 2020 restricted stock incentive plan (Announcement No.: 202222) disclosed. The company has fulfilled the creditor notification procedure for the share repurchase and cancellation in accordance with the law. For details, see the company’s website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 26, 2022 Announcement of Xiamen Itg Group Corp.Ltd(600755) on notifying creditors of repurchase and cancellation of some restricted shares (Announcement No.: 202223). The announcement period has expired for 45 days, and the company has not received any creditor’s request to pay off debts or provide corresponding guarantee, nor has it received any creditor’s objection to the cancellation of this repurchase.
2、 Cancellation of this restricted stock repurchase
(I) reasons and basis for the repurchase and cancellation of restricted shares
Whereas three incentive objects terminate the labor relationship with the company due to job transfer, two incentive objects terminate the labor relationship with the company due to voluntary resignation, and two incentive objects do not meet the criteria for determining the incentive objects of the incentive plan after demotion, according to the relevant provisions of Xiamen Itg Group Corp.Ltd(600755) 2020 restricted stock incentive plan (hereinafter referred to as 2020 incentive plan), The restricted shares of the aforesaid seven incentive objects that have been granted but have not been lifted shall be repurchased and cancelled by the company.
(II) relevant personnel and quantity of this repurchase cancellation
The repurchase and cancellation of restricted shares involves a total of 7 incentive objects, with a total of 770000 restricted shares repurchased and cancelled. After the cancellation of this repurchase, the company’s 2020 restricted stock incentive plan has 16540000 equity incentive restricted shares.
(III) repurchase cancellation arrangement
The company has opened a special securities account for repurchase with China Securities Depository and clearing limited liability company Shanghai Branch (hereinafter referred to as “zhongdeng Shanghai Branch”), and applied to zhongdeng Shanghai Branch for the cancellation of this repurchase. It is expected that the cancellation of this restricted stock will be completed on May 25, 2022, and the company will go through the relevant procedures such as company change registration in accordance with the law.
3、 Changes in the company’s share structure after the repurchase and cancellation of restricted shares
After the repurchase and cancellation of restricted shares, the changes in the capital structure of the company are as follows:
Unit: shares
Before category change and after amount change
Shares with limited sales conditions 92681434 – 770 Jinling Pharmaceutical Company Limited(000919) 11434
Shares with unlimited sales conditions 202498462302024984623
Total shares 2117666057 – 77 Shenzhen Kaifa Technology Co.Ltd(000021) 16896057
Note: the equity structure in the above table is calculated according to the data on May 20, 2022. The final change of equity structure is subject to the announcement after the completion of repurchase and cancellation.
4、 Description and commitment
The board of directors of the company explained that the decision-making procedures and information disclosure involved in the repurchase and cancellation of restricted shares comply with relevant laws and regulations, the provisions of the measures for the administration of equity incentive of listed companies and the arrangements of the 2020 incentive plan and the restricted stock grant agreement, and there is no situation that damages the legitimate rights and interests of incentive objects and creditors.
The company promises that it has verified and guaranteed the authenticity, accuracy and completeness of the objects involved in the repurchase and cancellation of restricted shares, the number of shares, the cancellation date and other information, and has fully informed the relevant incentive objects of the repurchase and cancellation, and the relevant incentive objects have not expressed any objection to the repurchase and cancellation. In case of any dispute with relevant incentive objects due to the cancellation of this repurchase, the company will bear the relevant legal liabilities arising therefrom
5、 Concluding observations of legal opinions
The legal adviser Shanghai Tongli law firm believes that the repurchase cancellation of the company has obtained the necessary approval and authorization at this stage, and is in line with the relevant provisions of the company law, the securities law, the measures for the administration of equity incentive of listed companies and the 2020 incentive plan.
6、 Professional opinions of independent financial advisers
Shanghai Rongzheng Investment Consulting Co., Ltd., an independent financial consultant, believes that the matters related to the repurchase and cancellation of some restricted shares of the company have obtained the necessary approval and authorization, comply with the relevant provisions of the company law, the securities law, the measures for the administration of equity incentives of listed companies and other regulations, and there is no situation that damages the interests of the listed company and all shareholders.
It is hereby announced.
Xiamen Itg Group Corp.Ltd(600755) May 23, 2022
