Shenzhen Fuanna Bedding And Furnishing Co.Ltd(002327) fuanna Shenzhen Fuanna Bedding And Furnishing Co.Ltd(002327) announcement (2022)
Securities code: 002327 securities abbreviation: Shenzhen Fuanna Bedding And Furnishing Co.Ltd(002327) Announcement No.: 2022-004
Shenzhen Fuanna Bedding And Furnishing Co.Ltd(002327)
Announcement on repurchase and cancellation of phase V restricted shares
The company and the directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
The third meeting of the Fifth Board of directors of Shenzhen Fuanna Bedding And Furnishing Co.Ltd(002327) (hereinafter referred to as “the company”) deliberated and adopted the proposal on repurchase and cancellation of five phases of restricted shares granted but not unlocked to incentive objects that do not meet the incentive conditions, and now the relevant matters are announced as follows:
1、 Overview of the fifth restricted stock incentive plan
1. The company has held the second extraordinary general meeting of shareholders in 2020 on August 25, 2020
The proposal on the fifth restricted stock incentive plan (Draft) and its summary, the proposal on formulating the management measures for the implementation and assessment of the fourth 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 the fourth restricted stock incentive plan of the company
2. On October 28, 2020, the company issued the announcement on the completion of the grant of phase V restricted shares, and the listing date of the granted restricted shares is October 30, 2020. The number of shares granted in this incentive plan is 9556840, accounting for 1.13% of the total share capital of the listed company before the grant. The source of restricted shares granted this time is the issuance of new shares to incentive objects. The total number of restricted shares granted this time is 104.
3. The 42nd meeting of the 4th board of directors of the company deliberated and approved the proposal on granting the reserved shares of the fifth restricted stock incentive plan to the incentive object, and agreed to grant a total of 2.4 million reserved restricted shares to 50 incentive objects such as Wang Shuai at one time, On July 19, 2021, the company granted 2400000 shares to the grant object, accounting for 0.29% of the total share capital of the listed company before the grant. The total number of restricted shares granted this time is 50. The listing date of restricted shares is September 3, 2021. After the grant, the nature of shares is tradable shares with limited sales conditions.
4. On August 21, 2021, at the 43rd meeting of the 4th board of directors, the company deliberated and adopted the proposal on repurchase and cancellation of five phases of restricted shares granted but not unlocked to the incentive objects that do not meet the incentive conditions. According to the fifth phase of restricted stock incentive plan (Draft) and relevant regulations, in view of Tang Shenghua Zhu Peng and his two employees have resigned for personal reasons and lost their qualification for this restricted stock incentive,
Shenzhen Fuanna Bedding And Furnishing Co.Ltd(002327) fuanna Shenzhen Fuanna Bedding And Furnishing Co.Ltd(002327) announcement (2022)
For the restricted shares held by him that have not been unlocked (among which, Tang Shenghua holds 57200 restricted shares granted for the first time in phase V for repurchase and cancellation, and Zhu Peng holds 1000 restricted shares granted for the first time in phase V), the matters related to repurchase and cancellation will be handled in accordance with the relevant provisions of the restricted stock incentive plan. The cancellation price of restricted stock repurchase granted for the first time in phase V is 3.66 yuan / share.
After the completion of the repurchase and cancellation, the number of restricted shares in the fifth period was adjusted from 11956840 to 11898640, of which the number of incentive objects granted for the first time was adjusted from 104 to 102, and the number of restricted shares granted for the first time was adjusted from 9556840 to 9498640; 50 incentive objects are reserved for grant, and the number of restricted shares reserved for grant is 2400000.
5. At the second meeting of the 5th board of directors, the company deliberated and approved the proposal on repurchase and cancellation of five phases of restricted shares granted but not unlocked to the incentive object that does not meet the incentive conditions. According to the fifth phase of restricted stock incentive plan (Draft) and relevant regulations, in view of the fact that Shi Jianyi, one of the incentive objects, has resigned for personal reasons, If they lose the incentive qualification of restricted shares, 78640 shares of restricted shares held by them that have not been unlocked will be repurchased and cancelled. The company will handle matters related to repurchase and cancellation in accordance with the relevant provisions of the restricted stock incentive plan. The cancellation price of restricted stock repurchase granted for the first time in phase V is 3.66 yuan / share.
After the completion of the repurchase and cancellation, the number of restricted shares in the fifth phase was adjusted from 11899640 to 11820000, of which the number of incentive objects granted for the first time was adjusted from 102 to 101, and the number of restricted shares granted for the first time was adjusted from 9498640 to 9420000; 50 incentive objects are reserved for grant, and the number of restricted shares reserved for grant is 2400000
2、 Reason, quantity and price of this repurchase
In accordance with the fifth restricted stock incentive plan (Draft) and relevant provisions, in view of the granting of incentives
Among the objects, one Wu Baoyin has resigned due to personal reasons and lost the qualification of this restricted stock incentive. 46596 restricted shares held by him have been repurchased and cancelled. The company will handle matters related to repurchase and cancellation in accordance with the relevant provisions of the restricted stock incentive plan. The cancellation price of restricted stock repurchase granted for the first time in phase V is 3.66 yuan / share.
After the completion of the repurchase and cancellation, the number of restricted shares in the fifth period was adjusted from 11820000 shares to 11773404 shares, of which the number of incentive objects granted for the first time was adjusted from 101 to 100, and the number of restricted shares granted for the first time was adjusted from 9420000 shares to 9373404 shares; 50 incentive objects are reserved for grant, and the number of restricted shares reserved for grant is 2400000.
Shenzhen Fuanna Bedding And Furnishing Co.Ltd(002327) fuanna Shenzhen Fuanna Bedding And Furnishing Co.Ltd(002327) announcement (2022)
3、 Impact of this adjustment on the company
The repurchase and cancellation of some restricted shares will not affect the company’s operating performance or the diligence of the company’s management team. The company’s management team will continue to earnestly perform their duties and try their best to create value for shareholders.
4、 Opinions of the board of supervisors
After checking the cancellation of some restricted shares in this repurchase, the board of supervisors believes that the unit price of relevant restricted shares in this repurchase is accurate. The procedures of the board of directors on repurchasing and canceling some restricted shares this time comply with relevant regulations and agree that the company repurchases and cancels its granted but unlocked shares.
5、 Opinions of independent directors
According to the relevant provisions of the fifth restricted stock incentive plan (Draft), the independent directors believe that according to the fifth restricted stock incentive plan (Draft) and relevant provisions, one of the original incentive objects, Wu Baoyin, has resigned for personal reasons, which has failed to meet the incentive conditions and lost the qualification of this restricted stock incentive, It is agreed that the company shall repurchase and cancel the restricted shares granted but not unlocked. Part of the restricted shares repurchased and cancelled by the company this time comply with the measures for the administration of equity incentive of listed companies and the restricted stock incentive plan (Draft), and the procedures are legal and compliant.
6、 Special legal opinions issued by law firms
Beijing JunZeJun (Shenzhen) law firm believes that the procedures, quantity and price determination of the company’s repurchase and cancellation are in line with the provisions of the company law, the securities law, the administrative measures and the fifth restricted stock incentive plan (Draft).
7、 Documents for future reference
1. Resolutions of the third meeting of the 5th board of directors;
2. Resolutions of the third meeting of the Fifth Board of supervisors;
3. Independent opinions of independent directors on matters related to the third meeting of the Fifth Board of directors;
4. Legal opinion issued by Beijing JunZeJun Law Firm (Shenzhen).
It is hereby announced.
Shenzhen Fuanna Bedding And Furnishing Co.Ltd(002327) board of directors
January 18, 2022
