Securities code: 002463 securities abbreviation: Wus Printed Circuit (Kunshan) Co.Ltd(002463) Announcement No.: 2022-006 Wus Printed Circuit (Kunshan) Co.Ltd(002463)
Announcement on the completion of repurchase and cancellation 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.
Special tips:
1. The number of restricted shares cancelled by this repurchase is 1 share, involving 1 person, of which the repurchase price is 1.63 yuan / share. After the completion of this repurchase cancellation, the total share capital of the company is changed from 1896658773 shares to 1896658772 shares.
2. As of the date of this announcement, the company has completed the repurchase, transfer and cancellation procedures of the above restricted shares in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
Wus Printed Circuit (Kunshan) Co.Ltd(002463) (hereinafter referred to as “the company”) convened the 33rd meeting of the sixth board of directors and the 28th meeting of the sixth board of supervisors on December 6, 2021, deliberated and adopted the proposal on the proposed repurchase and cancellation of some restricted shares. The company plans to repurchase and cancel one authorized but unlocked restricted share held by one incentive object, This matter has been deliberated and approved at the second extraordinary general meeting of shareholders in 2021. Relevant matters are hereby announced as follows:
1、 Overview and implementation of incentive plan
1. On March 21, 2018, the company held the 23rd Meeting of the 5th board of directors, deliberated and passed the proposal on the company’s 2018 restricted stock incentive plan (Draft) and its summary, and the proposal on the assessment management method for the implementation of the company’s 2018 restricted stock incentive plan The independent directors of the company expressed independent opinions on the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan, and the lawyer issued corresponding legal opinions.
2. On March 21, 2018, the company held the 16th meeting of the 5th board of supervisors, deliberated and passed the proposal on the company’s 2018 restricted stock incentive plan (Draft) and its summary, and the proposal on the measures for the implementation and assessment of the company’s 2018 restricted stock incentive plan The proposal on verifying the list of incentive objects of the company’s restricted stock incentive plan in 2018 reviewed the list of incentive objects and considered that the subject qualification of relevant incentive objects as incentive objects of the company’s restricted stock incentive plan was legal and effective.
3. From April 1, 2018 to April 15, 2018, the company publicized the list of incentive objects within the company. After the expiration of the publicity, the board of supervisors checked the list of incentive objects granted by the equity incentive plan and explained the publicity.
4. On April 19, 2018, the board of supervisors of the company issued the announcement and review opinions of the Wus Printed Circuit (Kunshan) Co.Ltd(002463) board of supervisors on the list of incentive objects of the company’s 2018 restricted stock incentive plan. 5. On April 24, 2018, the company held the 2017 annual general meeting of shareholders, deliberated and passed the proposal on the company’s 2018 restricted stock incentive plan (Draft) and its summary, and the proposal on the measures for the implementation and assessment of the company’s 2018 restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan. The implementation of the restricted stock incentive plan by the company is approved, and the board of directors is authorized to determine the grant date of the restricted stock incentive plan, grant restricted shares to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant of restricted shares.
6. On May 23, 2018, the company held the 25th meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors, deliberated and adopted the proposal on adjusting the granting price, incentive objects and the number of restricted shares granted for the first time in the company’s 2018 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time. After adjustment, the number of incentive objects granted in the incentive plan was adjusted from 501 to 418, the number of granted shares was adjusted from 46 million shares to 44.7109 million shares, and the grant price was adjusted from 2.34 yuan / share to 2.29 yuan / share. The independent directors of the company expressed independent opinions on this matter, the board of supervisors verified the adjusted list of incentive objects, and the lawyer issued corresponding legal opinions.
7. On June 22, 2018, the company disclosed the announcement on the completion of the registration of the first grant of restricted stock incentive plan in 2018. So far, the company has completed the registration of the first grant of restricted stock.
8. On July 12, 2018, the company held the 26th meeting of the 5th board of directors and the 20th meeting of the 5th board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects whose grant of restricted shares incentive plan was suspended in 2018, and determined July 12, 2018 as the grant date of restricted shares, Grant 250000 restricted shares to Mr. Li Minggui whose grant is suspended. The independent directors of the company expressed their independent opinions on this and believed that 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 incentive objects, and the lawyer issued corresponding legal opinions.
9. On August 30, 2018, the company disclosed the announcement on the completion of registration of granting restricted shares to incentive objects whose grant has been suspended. So far, the company has completed the registration of suspension of granting restricted shares.
10. On January 2, 2019, the company held the third meeting of the sixth board of directors and the third meeting of the sixth board of supervisors, deliberated and adopted the proposal on the granting of reserved shares in the company’s 2018 restricted stock incentive plan, determined January 2, 2019 as the granting date of reserved restricted shares, and granted 6 million restricted shares to 134 incentive objects. The independent directors expressed their independent opinions on this, the board of supervisors verified the reserved granting matters of the equity incentive plan, and the lawyer issued corresponding legal opinions.
11. On January 29, 2019, the company disclosed the announcement on the completion of the grant registration of reserved shares in 2018 restricted stock incentive plan. So far, the company has completed the grant registration of reserved shares. 12. On March 24, 2019, the company held the fifth meeting of the sixth board of directors and the fifth meeting of the sixth board of supervisors, deliberated and adopted the proposal on the proposed repurchase and cancellation of some restricted shares and the adjustment of the repurchase price of the company’s restricted stock incentive plan in 2018. As the original 7 incentive objects of the company resigned for personal reasons, they no longer meet the conditions to become incentive objects, According to the provisions of the incentive plan, the company plans to repurchase and cancel 393300 restricted shares that have been granted but not unlocked after the implementation of the profit distribution plan in 2018, and adjust the repurchase price of the company’s restricted stock incentive plan in 2018 accordingly. Among them, the repurchase price of reserved restricted shares granted in 2019 was adjusted from 3.61 yuan / share to 3.51 yuan / share, and the repurchase price of other restricted shares was adjusted from 2.29 yuan / share to 2.19 yuan / share.
The independent directors of the company expressed their independent opinions on this. The board of supervisors verified the repurchase and cancellation of some restricted shares and the adjustment of the repurchase price of the company’s restricted stock incentive plan in 2018, and the lawyer issued corresponding legal opinions.
13. On April 25, 2019, the company held the 2018 annual general meeting of shareholders, deliberated and approved the proposal on the proposed repurchase and cancellation of some restricted shares and adjustment of the repurchase price of the company’s 2018 restricted stock incentive plan, the proposal on the proposed change of the company’s registered capital and the corresponding revision of the company’s articles of association, and other proposals. After the implementation of the 2018 profit distribution plan, the company will, Repurchase and cancel 393300 restricted shares granted but not unlocked held by 7 former incentive objects who have resigned. After the implementation of the above repurchase and cancellation, the registered capital of the company will be reduced by RMB 393300 and the total number of shares of the company will be reduced by 393300. 14. On April 26, 2019, the company disclosed the announcement on repurchase and cancellation of some restricted shares, corresponding adjustment of registered capital and notification to creditors.
15. On June 17, 2019, the company held the 17th meeting of the 6th board of directors and the 14th meeting of the 6th board of supervisors, deliberated and adopted the proposal on the achievement of the second release period for granting some restricted shares for the first time and the first release period for reserving some restricted shares under the company’s 2018 restricted stock incentive plan The proposal on adjusting the repurchase price of the company’s 2018 restricted stock incentive plan and the proposal on the proposed repurchase and cancellation of some restricted stocks confirm that the conditions for the release of restrictions for the second release period of some restricted stocks granted by the incentive plan for the first time and the first release period of some restricted stocks reserved have been met, There are 483 incentive objects who meet the conditions for lifting the restrictions in whole or in part. The total number of restricted shares that can be lifted this time is 17443333 shares, accounting for about 1.01% of the total share capital of the company. Meanwhile, since the company has implemented and completed the 2019 equity distribution plan on May 11, 2020, and distributed cash of RMB 2.00 (including tax) to all shareholders for every 10 shares, the company adjusted the repurchase price of restricted shares that have not been lifted according to the provisions of the incentive plan, The repurchase price of reserved restricted shares granted in 2019 was adjusted from 3.51 yuan / share to 3.31 yuan / share; The repurchase price of other restricted shares was adjusted from 2.19 yuan / share to 1.99 yuan / share. As the original incentive objects of the company, he Jianrong and other four people, left for personal reasons, they no longer have the qualification of incentive objects, and the restricted shares granted but not unlocked shall not be unlocked; Three incentive objects who fail to meet the conditions for 100% lifting the restrictions on sales at the individual level, and some restricted shares that fail to meet the standards shall not be unlocked. The company plans to repurchase and cancel 335595 restricted shares granted to the above seven incentive objects but not yet lifted. The independent directors of the company expressed their independent opinions, the board of supervisors verified the above matters, and the lawyer issued corresponding legal opinions.
16. On June 18, 2019, the company disclosed the announcement on the proposed repurchase and cancellation of some restricted shares and the announcement on the proposed change of the company’s registered capital and the corresponding amendment to the articles of association.
17. On June 24, 2019, the company disclosed the suggestive announcement on the release of restricted shares in the first release period of restricted shares granted for the first time under the company’s 2018 restricted stock incentive plan. There were 409 incentive objects meeting the conditions for the release of restricted shares, and the number of restricted shares that can be released was 14621508, The date of listing and circulation is June 26, 2019.
18. On July 12, 2019, the company held the first extraordinary general meeting of shareholders in 2019, which deliberated and passed the proposal on the proposed repurchase and cancellation of some restricted shares, the proposal on the proposed change of the company’s registered capital and the corresponding amendment to the articles of association and other proposals. Chen Jian, the original incentive object of the company, no longer qualified as an incentive object because of his resignation for personal reasons, The restricted shares that have been granted but not yet unlocked shall not be unlocked. It is agreed that the company shall repurchase and cancel 10000 restricted shares that have been granted but not yet unlocked, and the repurchase price is 2.19 yuan / share. 19. On August 6, 2019, the company disclosed the announcement on the completion of repurchase and cancellation of some restricted shares, which was completed on August 2, 2019.
20. On August 13, 2019, the company held the 9th meeting of the 6th board of directors and the 8th meeting of the 6th board of supervisors, deliberated and adopted the proposal on the achievement of lifting the restrictions during the first lifting period of the company’s 2018 restricted stock incentive plan, It is confirmed that the conditions for lifting the restrictions on the sale of restricted shares suspended under the incentive plan have been fulfilled in the first lifting period, there are 1 incentive object who meets the conditions for lifting the restrictions, and the number of restricted shares that can be lifted is 82500 shares, accounting for about 0.0048% of the current total share capital of the company. The independent directors of the company expressed their independent opinions on this. The board of supervisors verified the achievements of the conditions for lifting the restrictions on the sale of restricted shares suspended under the incentive plan in the first lifting period, and the lawyer issued corresponding legal opinions.
21. On August 28, 2019, the company disclosed the suggestive announcement on lifting the listing and circulation of restricted shares in the first lifting period of the company’s 2018 restricted stock incentive plan, which meets the conditions for lifting the restrictions, and the number of restricted shares that can be lifted is 82500, The date of listing and circulation is September 2, 2019.
22. On June 11, 2020, the company held the 17th meeting of the 6th board of directors and the 14th meeting of the 6th board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares. As the original incentive object he Jianrong and other four people of the company resigned for personal reasons, they are no longer qualified as incentive objects, The restricted shares granted but not unlocked shall not be unlocked; Three incentive objects who fail to meet the conditions for 100% lifting the restrictions on sales at the individual level, and some restricted shares that fail to meet the standards shall not be unlocked. It is agreed that the company shall repurchase and cancel 335595 restricted shares granted to the above seven incentive objects but not yet lifted. The independent directors of the company expressed their independent opinions, and the board of supervisors verified the repurchase and cancellation of some restricted shares in the incentive plan and agreed to the above matters.
23. On June 12, 2020, the company disclosed the announcement on the proposed reduction of the company’s registered capital and the corresponding revision of the articles of association, and the announcement on the adjustment of the repurchase price of the company’s 2018 restricted stock incentive plan and the proposed repurchase and cancellation of some restricted stocks.
24. On June 23, 2020, the company disclosed the suggestive announcement on the company’s 2018 restricted stock incentive plan for the first time granting the second release period of some restricted stocks and reserving the first release period of some restricted stocks, and the listing and circulation of the released shares. A total of 483 incentive objects met the conditions for the release of restrictions, The number of restricted shares that can be lifted is 17443333 in total, and the date of listing and circulation is June 29, 2020.
25. On July 22, 2020, the company held the first extraordinary general meeting of shareholders in 2020, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares
