Securities code: 300207 securities abbreviation: Sunwoda Electronic Co.Ltd(300207) Announcement No.: 2022-003 Sunwoda Electronic Co.Ltd(300207)
About the first grant of the company’s restricted stock incentive plan in 2019
Prompt announcement on unlocking the listing and circulation of shares in phase II
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 shares that can be unlocked in the second phase of the first grant of the restricted stock incentive plan in 2019 is 10531080 shares, accounting for 0.6126% of the company’s current total share capital of 1718957276 shares.
2. The number of incentive objects applying for unlocking this time is 1224.
3. The listing and circulation date of this restricted stock is January 24, 2022.
4. There is no difference between the equity incentive plan implemented this time and the disclosed equity incentive plan.
Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as “the company”) convened the 22nd Meeting of the Fifth Board of directors on December 30, 2021, deliberated and adopted the proposal on the unlocking of the second phase of the first grant of the company’s restricted stock incentive plan in 2019, The board of Directors believes that the unlocking conditions for the second unlocking period of the first grant set in the Sunwoda Electronic Co.Ltd(300207) 2019 restricted stock incentive plan (Draft) and its summary (hereinafter referred to as the “incentive plan”) have been met. According to the relevant provisions of the incentive plan, the board of directors of the company will handle the relevant matters related to the unlocking of 30% of the total amount of restricted shares granted for the first time. The company’s board of directors has been authorized to handle this unlocking matter at the sixth extraordinary general meeting of shareholders in 2019, so it is not necessary to submit it to the general meeting of shareholders for deliberation. There are 1224 incentive objects who meet the unlocking conditions this time, and the number of restricted shares that can apply for unlocking is 10531080 shares, accounting for 0.6126% of the company’s total share capital of 1718957276 shares. Relevant matters are hereby announced as follows:
1、 Brief description of restricted stock incentive plan in 2019
1. The company held the 27th (Interim) meeting of the Fourth Board of directors on November 21, 2019, deliberated and adopted the Sunwoda Electronic Co.Ltd(300207) 2019 restricted stock incentive plan (Draft) and its abstract, and the independent directors of the company expressed independent opinions on it. Subsequently, the company submitted the application materials to the Shenzhen Stock Exchange. The incentive plan has been reviewed by Shenzhen Stock Exchange and has no objection.
2. The company held the sixth extraordinary general meeting of shareholders in 2019 on December 11, 2019, deliberated and approved the Sunwoda Electronic Co.Ltd(300207) 2019 restricted stock incentive plan (Draft) and its summary Management measures for the implementation and assessment of Sunwoda Electronic Co.Ltd(300207) 2019 restricted stock incentive plan (Draft) and proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2019 restricted stock incentive plan. The company’s implementation of the 2019 restricted stock incentive plan was approved, and the board of directors was authorized to determine the grant date of restricted stock, grant 2019 restricted stock to the incentive object when the incentive object meets the conditions, and handle all matters necessary for the grant of restricted stock.
3. The company held the 29th meeting of the Fourth Board of directors on December 27, 2019, deliberated and adopted the proposal on adjusting the list of incentive objects of the 2019 restricted stock incentive plan, and adjusted the incentive objects of restricted stock. After the adjustment, the number of incentive objects granted for the first time in the incentive plan of the company was adjusted from 1499 to 1393, and the number of granted shares remained unchanged at 38.25 million shares. The proposal on granting restricted shares to incentive objects was passed, and December 27, 2019 was determined as the grant date. The 28th meeting of the 4th board of supervisors was held on the same day, which considered and approved the proposal on adjusting the list of incentive objects of the 2019 restricted stock incentive plan, and issued the verification opinions of the board of supervisors on the list of incentive objects of the company’s 2019 restricted stock incentive plan (after adjustment). 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 authorization date met the relevant provisions.
4. According to the authorization of the general meeting of shareholders, the company shall timely handle the grant registration after the deliberation and approval of the board of directors. The grant date of this incentive plan is December 27, 2019.
5. On January 13, 2020 and January 15, 2020, the company completed the grant registration of restricted stock directional issuance and secondary market repurchase in 2019 respectively, and the total share capital of the company increased from 1547748200 shares to 1569135331 shares. The listing date of the granted shares is January 15, 2020. 6. On May 20, 2020, the company held the 2019 annual general meeting of shareholders, deliberated and approved the 2019 annual equity distribution plan of the company, and agreed to distribute RMB 0.7 in cash to all shareholders for every 10 shares based on the company’s existing total share capital of 1569135331 shares. On May 29, 2020, the equity distribution of the company was completed.
Due to the above equity distribution, the first grant price of the company’s restricted stock incentive plan in 2019 was adjusted from 7.62 yuan / share to 7.55 yuan / share.
7. On July 9, 2020, the company held the 36th meeting of the 4th board of directors and the 34th meeting of the 4th board of supervisors respectively, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted but not unlocked to some incentive objects, and agreed to the company’s first incentive objects of 2019 fixed-term stock incentive plan, Liu Shiyang, Liao Li A total of 51 people, including Huang Linwu, have been granted but not unlocked 906300 shares of restricted shares for repurchase and cancellation. The company has completed the registration of repurchase and cancellation of restricted shares on September 17, 2020, and the total share capital of the company has been reduced from 1569135331 shares to 1568229031 shares.
8. The company held the first meeting of the 5th board of directors on September 4, 2020, deliberated and approved the proposal on granting reserved restricted shares to the incentive objects of the 2019 restricted stock incentive plan, and decided to grant 6.75 million reserved restricted shares to 288 incentive objects such as Xiao Guangyu, The subject qualification of 288 incentive objects granted with reserved restricted shares of the company is legal and valid, and meets the grant conditions specified in the 2019 restricted stock incentive plan. It is agreed to grant 6.75 million reserved restricted shares to the above incentive objects at RMB 12.84/share, and the grant date is September 4, 2020. The independent directors of the company expressed independent opinions on the granting of reserved restricted shares to the incentive objects of the 2019 restricted stock incentive plan, and the board of supervisors of the company verified the list of incentive objects. After this grant, the total share capital of the company increased from 1568229031 shares to 1574979031 shares.
9. On September 25, 2020, the company completed the grant registration of the reserved part of restricted shares in 2019. The grant and listing date of the reserved part of restricted shares in the 2019 restricted stock incentive plan is September 25, 2020. 10. On December 10, 2020, the company held the fifth meeting of the Fifth Board of directors and the fifth meeting of the Fifth Board of supervisors respectively, deliberated and adopted the proposal on repurchase and cancellation of restricted shares granted but not unlocked by some incentive objects, and agreed that the company would repurchase and cancel 361000 restricted shares granted but not unlocked by 24 incentive objects: among them, The number of restricted shares granted but not unlocked to a total of 22 first incentive objects of the restricted stock incentive plan in 2019, including Liang Xinghe, Fan Yi, Guo Jiewei and Tang Zhiwei, is 352000. The number of restricted shares granted but not unlocked to a total of 2 incentive objects Zhang ailiang and Wei Wen reserved in the restricted stock incentive plan in 2019 is 9000. The company completed the repurchase and deregistration of restricted shares on March 3, 2021, and the total share capital of the company was reduced from 1574979031 shares to 1574618031 shares.
11. On December 28, 2020, the company held the 6th meeting of the 5th board of directors, deliberated and passed the proposal on the unlocking of the first phase of the company’s restricted stock incentive plan for the first time in 2019. The unlocking conditions of the first unlocking period have been fulfilled, and according to the authorization of the sixth extraordinary general meeting of shareholders in 2019, Agree to handle the first phase unlocking of the first grant in accordance with the relevant provisions of the 2019 restricted stock incentive plan. There are 1321 incentive objects who meet the unlocking conditions this time, and the number of restricted shares that can apply for unlocking is 11097510 shares, accounting for 0.7046% of the total share capital of the company. On the same day, the sixth meeting of the Fifth Board of supervisors of the company deliberated and approved the proposal on verifying the list of incentive objects that can be unlocked in the first unlocking period granted by the company’s restricted stock incentive plan in 2019 for the first time, and the board of supervisors issued verification opinions on the list of incentive objects that can be unlocked in the first unlocking period granted by the restricted stock incentive plan in 2019 for the first time.
12. On March 15, 2021, the company held the 8th meeting of the 5th board of directors and the 8th meeting of the 5th board of supervisors respectively, deliberated and adopted the proposal on repurchase and cancellation of restricted shares granted but not unlocked to some incentive objects, and agreed to the company’s compensation for incentive objects Zhu Jing, Du Zibo, Peng Nana A total of 55 restricted shares granted but not unlocked by Zhao Pengcheng and others were repurchased and cancelled: among them, a total of 46 restricted shares granted but not unlocked by Zhu Jing, Du Zibo, Peng Nana and Zhao Pengcheng, who were the first incentive objects of the restricted stock incentive plan in 2019, were 691460 shares, and some incentive objects Li Weihua and Li Weihua were reserved in the restricted stock incentive plan in 2019 Wang Jing has a total of 9 people, and the number of restricted shares granted but not unlocked is 127000. The company completed the repurchase and deregistration of restricted shares on May 24, 2021, and the total share capital of the company was reduced from 1574618031 shares to 1573799571 shares.
13. On April 7, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the 2020 annual equity distribution plan of the company, and agreed to distribute RMB 0.7 in cash to all shareholders for every 10 shares based on the total share capital of the company as of December 31, 2020. Since the company’s convertible bonds are in the conversion period, the company adjusts the distribution proportion according to the principle that the total distribution amount remains unchanged. After adjustment, the company will distribute RMB 0.700520 in cash to all shareholders for every 10 shares based on the total share capital of the company 1573809261 shares during the period of suspension of conversion. On June 4, 2021, the equity distribution of the company was completed.
Due to the above equity distribution, the first grant price of the company’s restricted stock incentive plan in 2019 was adjusted from 7.55 yuan / share to 7.48 yuan / share, and the reserved grant price of restricted stock was adjusted from 12.84 yuan / share to 12.77 yuan / share.
14. On September 7, 2021, the company held the 15th meeting of the 5th board of directors, deliberated and passed the proposal on the unlocking of the first phase of the company’s restricted stock incentive plan in 2019. The unlocking conditions for the first unlocking period of the reserved restricted stock have been achieved, and according to the authorization of the sixth extraordinary general meeting of shareholders in 2019, It is agreed to handle the matters related to the first phase unlocking of reserved restricted shares in accordance with the relevant provisions of the restricted stock incentive plan in 2019. There are 260 incentive objects who meet the unlocking conditions this time, and the number of restricted shares that can apply for unlocking is 3131000 shares, accounting for 0.1925% of the company’s total share capital of 1626451553 shares. On the same day, the 15th meeting of the 5th board of supervisors of the company deliberated and approved the proposal on verifying the list of incentive objects that can be unlocked in the first unlocking period of some restricted shares reserved in the company’s restricted stock incentive plan in 2019, The board of supervisors issued verification opinions on the list of incentive objects that can be unlocked in the first unlocking period of some restricted shares reserved in the restricted stock incentive plan in 2019.
15. On September 7, 2021, the company held the 15th meeting of the 5th board of directors and the 15th meeting of the 5th board of supervisors respectively, deliberated and adopted the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not unlocked. The company will pay tribute to the incentive objects Gao Congying, Yin Ping, Peng renwan 932510 restricted shares granted but not unlocked to 64 people including Xiang Cailing were repurchased and cancelled: among them, 47 people including Gao Congying, Yin Ping, Peng renwan and Xiang Cailing, who were the first incentive objects of the restricted stock incentive plan in 2019, had been granted but not unlocked, and the number of restricted shares was 580510. Some incentive objects Yang Dong and Yang Dong were reserved in the restricted stock incentive plan in 2019 A total of 17 people, including Wu Mingyan, sun Dapeng and Chen Xiaodong, have been granted but not unlocked restricted shares of 352000 shares. The company completed the repurchase and deregistration of restricted shares on November 11, 2021, and the total share capital of the company was reduced from 1626451553 shares to 1625519043 shares.
16. The company held the 22nd Meeting of the 5th board of directors on December 30, 2021, deliberated and passed the proposal on the unlocking of the second phase of the company’s restricted stock incentive plan for the first time in 2019. The unlocking conditions for the second unlocking period of the first part have been met, and according to the authorization of the sixth extraordinary general meeting of shareholders in 2019, It is agreed to handle the second phase unlocking of the first grant in accordance with the relevant provisions of the 2019 restricted stock incentive plan. There are 1224 incentive objects who meet the unlocking conditions this time, and the number of restricted shares that can apply for unlocking is 10531080 shares, accounting for 0.6126% of the current total share capital of the company. On the same day, the 22nd Meeting of the 5th board of supervisors of the company considered and approved the proposal on verifying the list of incentive objects that can be unlocked in the second unlocking period of the first part of the company’s restricted stock incentive plan in 2019, and the board of supervisors issued verification opinions on the list of incentive objects that can be unlocked in the second unlocking period of the first part of the restricted stock incentive plan in 2019.
2、 Achievements of unlocking conditions in the second unlocking period set by the incentive plan for the first time
1. The lock up period has expired
The arrangements for lifting the restrictions on the sale of restricted shares granted for the first time in the incentive plan are as follows:
Release of restrictions during the lock up period
