Stock Code: 603799 stock abbreviation: Zhejiang Huayou Cobalt Co.Ltd(603799) Announcement No.: 2022-007 Zhejiang Huayou Cobalt Co.Ltd(603799)
Incentive plan for repurchase and cancellation of restricted shares in 2021
Announcement of some restricted stocks
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Number of Restricted Stock Repurchase: 102500 shares granted for the first time, 28000 shares reserved for the first time. Repurchase price of restricted stock: 37.89 yuan / share for the first time, The reserved part of the first grant is 53.84 yuan / share, and the company still needs to go through the industrial and commercial change registration procedures for capital reduction in accordance with the company law and other laws, as well as the relevant procedures for the cancellation of the granted restricted shares with China Securities Depository and Clearing Co., Ltd. Shanghai Branch.
On January 19, 2022, Zhejiang Huayou Cobalt Co.Ltd(603799) (hereinafter referred to as “the company” or ” Zhejiang Huayou Cobalt Co.Ltd(603799) “) held the 27th meeting of the Fifth Board of directors. According to the authorization of the first extraordinary general meeting of shareholders in 2021, the proposal on repurchase and cancellation of some restricted shares in the incentive plan for restricted shares in 2021 was considered and adopted. In view of the fact that 14 incentive objects among some incentive objects first granted by the restricted stock incentive plan (hereinafter referred to as “incentive plan” or “equity incentive plan”) in 2021 have resigned for personal reasons, and 2 incentive objects have resigned for job transfer beyond personal control, 3 incentive objects among some incentive objects granted for the first time have resigned for personal reasons, Lose the qualification to participate in the incentive plan as an incentive object and no longer meet the provisions on Incentive objects in the company’s equity incentive plan. According to the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the company’s restricted stock incentive plan (Draft) in 2021 (hereinafter referred to as the “incentive plan (Draft)”, The company has repurchased and cancelled 130500 restricted shares that have been granted but have not been lifted. The relevant matters are announced as follows:
1、 Repurchase and cancellation of restricted shares
(I) decision making procedures and information disclosure of equity incentive plan
1. On April 29, 2021, the company held the 14th meeting of the 5th board of directors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and summary, and the proposal on the company’s assessment management measures for the implementation of the restricted stock incentive plan in 2021 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and the independent directors expressed independent opinions on matters related to equity incentive plan. 2. On April 29, 2021, the company held the 12th meeting of the 5th board of supervisors, deliberated and adopted the proposal on the company’s restricted stock incentive plan (Draft) and summary in 2021 The proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021 and the proposal on verifying the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021.
3. From April 30, 2021 to May 9, 2021, the company publicized the names and positions of the incentive objects through the company’s website. During the publicity period, the board of supervisors and relevant departments of the company did not receive any objection related to the proposed incentive objects of the incentive plan. On May 11, 2021, the company disclosed the announcement and verification opinions of the Zhejiang Huayou Cobalt Co.Ltd(603799) board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2021. After verification, the board of supervisors believes that the incentive objects listed in the incentive plan meet the conditions specified in relevant laws, regulations and normative documents, and they are legal and effective as the incentive objects of the restricted stock incentive plan.
4. On May 17, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on the company’s restricted stock incentive plan (Draft) and summary in 2021, the proposal on the company’s assessment management measures for the implementation of the restricted stock incentive plan in 2021, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. And disclosed the Zhejiang Huayou Cobalt Co.Ltd(603799) self inspection report on the trading of the company’s shares by insiders of the company’s restricted stock incentive plan in 2021.
5. On June 17, 2021, the company held the 17th meeting of the 5th board of directors and the 15th meeting of the 5th board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time and the proposal on adjusting matters related to the first grant of Restricted Shares Incentive Plan in 2021. The board of directors of the company considers that the conditions for granting Restricted Shares specified in the incentive plan have been met, and agrees to grant 6.984 million restricted shares to 736 incentive objects with the grant price of 37.89 yuan / share on June 17, 2021 as the first grant date. The board of supervisors of the company verified the adjusted list of incentive objects again and expressed explicit consent. The independent directors of the company expressed their independent opinions.
6. On September 28, 2021, the company held the 21st Meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects. The board of directors of the company considered that the conditions for granting Restricted Shares specified in the incentive plan had been met, and agreed to determine September 28, 2021 as the reserved grant date, 1643300 restricted shares were granted to 288 incentive objects at a price of 53.84 yuan / share. The independent directors of the company expressed their independent opinions on this, and the board of supervisors issued verification opinions on this.
7. On December 29, 2021, the company held the 26th meeting of the 5th board of directors and the 23rd Meeting of the 5th board of supervisors, deliberated and adopted the proposal on the second grant of the reserved part of the company’s restricted stock incentive plan in 2021. The board of directors of the company considered that the conditions for the grant of Restricted Shares specified in the incentive plan had been met, It is agreed to grant 191700 restricted shares to 42 incentive objects on December 29, 2021 as the second grant date of the reserved part, with the grant price of 58.07 yuan / share. The independent directors of the company expressed their independent opinions on this, and the board of supervisors issued verification opinions on this.
8. On January 19, 2022, the company held the 27th meeting of the 5th board of directors and the 24th Meeting of the 5th board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in the 2021 restricted stock incentive plan. The independent directors of the company expressed their independent opinions on this, and the board of supervisors issued verification opinions on this.
(II) reasons, quantity and price of restricted shares to be repurchased and cancelled this time
According to the relevant provisions of Chapter 13 “handling of changes in the company / incentive object” of the incentive plan (Draft), if the incentive object resigns voluntarily, the contract will not be renewed at the expiration of the contract, or is dismissed by the company due to personal fault, the restricted shares granted but not lifted shall not be lifted from the date of resignation, and shall be repurchased and cancelled by the company according to the grant price.
If the incentive object cancels or terminates the labor relationship with the company due to job transfer not controlled by the individual, leaves the company due to layoffs, and the contract will not be renewed due to the company’s reasons after the expiration of the contract, the restricted shares granted but not lifted shall not be lifted from the date when the incentive object no longer has the labor relationship or employment relationship with the company, Interest repurchase cancellation calculated by the company at the grant price plus the benchmark deposit interest rate for the same period published by the people’s Bank of China.
According to relevant regulations and the authorization of the first extraordinary general meeting of shareholders in 2021, 14 of the first granted incentive objects have left their jobs for personal reasons, 2 of them have left their jobs due to job transfer beyond their personal control, and 3 of the first granted incentive objects have left their jobs for personal reasons and are no longer qualified as incentive objects, The company repurchases and cancels the restricted shares granted but not lifted. Among them, the repurchase price of the part granted for the first time is 37.89 yuan / share and the repurchase quantity is 102500 shares. The repurchase price of the part granted for the first time is 53.84 yuan / share and the repurchase quantity is 28000 shares, with a total repurchase quantity of 130500 shares. The funds used by the company to pay for the repurchase of restricted shares are its own funds, and the total repurchase price is RMB 5393399.99 (including interest). The cancellation of this repurchase will not affect the continued implementation of the company’s restricted stock incentive plan in 2021.
(III) changes in share capital structure after the cancellation of this repurchase (unit: share)
Before category change and after this change
Shares with limited sales conditions 10466957 – 130500 10336457
Shares without sale conditions 1210761526 0 1210761526
Total 1221228483 – 130500 1221097983
Note: the final change of share capital shall be subject to the announcement on the completion of repurchase and cancellation.
(IV) impact of this repurchase cancellation on the company
After the cancellation of this repurchase, the total number of shares of the company will be reduced from 1221228483 shares to 1221097983 shares, and the registered capital of the company will also be reduced from 1221228483.00 yuan to 1221097983.00 yuan. The repurchase and cancellation of some restricted shares will not have a substantive impact on the company’s financial status and operating results, nor will it affect the company’s operation and management and the diligence of the core backbone team. We will continue to earnestly perform our duties and try our best to create value for shareholders. The company will perform the corresponding capital reduction procedures according to law after the completion of this repurchase. The cancellation of this repurchase will not affect the implementation of the company’s restricted stock incentive plan.
2、 Opinions of independent directors
In view of the fact that 14 of the restricted stock incentive plan granted to some incentive objects for the first time in 2021 have left their jobs due to personal reasons, and 2 incentive objects have left their jobs due to job transfer not under personal control, it is reserved that 3 incentive objects granted to some incentive objects for the first time have left their jobs due to personal reasons. According to the relevant provisions of the company’s incentive plan, The 19 incentive objects lost their qualification to participate in the incentive plan as incentive objects and no longer met the conditions for becoming incentive objects. Therefore, the company decided to repurchase and cancel 102500 restricted shares granted to some incentive objects for the first time but not lifted at the price of 37.89 yuan / share, At the price of 53.84 yuan / share, 28000 restricted shares that have been granted to some incentive objects but have not been lifted for the first time will be repurchased and cancelled. The above repurchase and cancellation of some restricted shares comply with the measures for the administration of equity incentive of listed companies, the company’s incentive plan for restricted shares in 2021 (Draft) and relevant laws, regulations and documents.
To sum up, we agree to repurchase and cancel 102500 shares of restricted shares granted to some incentive objects for the first time but not lifted at the price of 37.89 yuan / share, and 28000 shares of restricted shares granted to some incentive objects for the first time but not lifted at the price of 53.84 yuan / share. 3、 Opinions of the board of supervisors
In view of the fact that some 14 incentive objects have resigned due to personal reasons and 2 incentive objects have resigned due to job transfer beyond personal control for the first time granted by the restricted stock incentive plan in 2021, it is reserved that 3 incentive objects among some incentive objects granted for the first time have resigned due to personal reasons, According to the measures for the administration of equity incentive of listed companies and the company’s restricted stock incentive plan for 2021 (Draft), the 19 original incentive objects lose the qualification to participate in the incentive plan as incentive objects, and the restricted shares granted to the above-mentioned relevant personnel but not yet removed shall be repurchased and cancelled. The cancellation of this repurchase does not affect the implementation of the company’s restricted stock incentive plan, complies with the provisions of relevant laws and regulations, and does not damage the interests of the company and shareholders.
To sum up, the board of supervisors agreed to cancel the qualification of the above incentive objects and repurchase and cancel a total of 130500 restricted shares granted but not lifted, including 102500 shares granted for the first time at a repurchase price of 37.89 yuan / share, and 28000 shares granted for the first time at a repurchase price of 53.84 yuan / share.
4、 Concluding observations of the legal opinion
The lawyer of Guohao law firm (Hangzhou) believes that: Zhejiang Huayou Cobalt Co.Ltd(603799) This repurchase complies with the management measures and other relevant laws, regulations, normative documents and the relevant provisions of the company’s incentive plan, and has performed the necessary legal procedures, which is legal and effective. The company still needs to go through the industrial and commercial change registration procedures for capital reduction in accordance with the company law and other laws, and go through the relevant procedures for the cancellation of restricted shares granted to China Securities Depository and Clearing Co., Ltd. Shanghai Branch.
5、 Documents for future reference
1. Resolutions of the 27th meeting of the 5th board of directors;
2. Resolutions of the 24th Meeting of the 5th board of supervisors;
3. Independent opinions of independent directors on matters related to the 27th meeting of the Fifth Board of directors;
4. Legal opinion
It is hereby announced.
Zhejiang Huayou Cobalt Co.Ltd(603799) board of directors January 19, 2022
