Securities code: 603348 securities abbreviation: Wencan Group Co.Ltd(603348) Announcement No.: 2022-002 convertible bond Code: 113537 convertible bond abbreviation: Wencan convertible bond
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Reasons for cancellation of Repurchase: Wencan Group Co.Ltd(603348) (hereinafter referred to as “the company”) one of the original restricted stock incentive objects of the restricted stock and stock option incentive plan in 2019 has resigned for personal reasons, which does not comply with the provisions on Incentive objects in the company’s incentive plan. The board of directors of the company deliberated and decided to cancel the qualification of the above incentive objects and repurchase and cancel all the restricted shares granted but not lifted.
Relevant information about the cancellation of shares
Number of shares repurchased number of shares cancelled date of cancellation
24000 shares 24000 shares January 24, 2022
1、 Decision making and information disclosure of this restricted stock repurchase and cancellation
On October 27, 2021, the company held the 11th meeting of the 3rd board of directors and the 8th meeting of the 3rd board of supervisors, and adopted the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted. According to the relevant provisions of the restricted stock and stock option incentive plan in 2019 (hereinafter referred to as the “incentive plan”), since one of the original restricted stock incentive objects has resigned for personal reasons, it does not comply with the provisions on Incentive objects in the company’s incentive plan. The board of directors of the company deliberated and decided to cancel the incentive qualification of the leaving incentive object and buy back and cancel 24000 shares of all restricted shares granted to the leaving incentive object but not lifted, with the repurchase price of RMB 9.03 per share plus the deposit interest of the bank in the same period. The cancellation of this repurchase was handled by the board of directors authorized by the company’s second extraordinary general meeting of shareholders in 2020 and does not need to be submitted to the general meeting of shareholders for deliberation. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the announcement on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted (Announcement No.: 2021-084) disclosed by Shanghai Securities News and China Securities News. The company has performed the procedure of notifying creditors of the share repurchase and cancellation in accordance with the law. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on October 28, 2021 And the announcement on notifying creditors of repurchase and cancellation of some restricted shares (Announcement No.: 2021-085) disclosed by Shanghai Securities News and China Securities News. Within 45 days from October 28, 2021, the company has not received any request from relevant creditors to pay off debts or provide corresponding guarantee.
2、 Cancellation of this restricted stock repurchase
(I) reasons and basis for cancellation of restricted shares in this repurchase
According to the provisions of “II. Treatment of changes in the personal situation of the incentive object” in “Chapter VIII treatment of changes in the company and the incentive object” of the company’s restricted stock and stock option incentive plan in 2019: “(III) the incentive object resigns and the company layoffs (resignations) For resignation, since the date of occurrence, the incentive object has been approved to exercise but not yet exercised stock options / has been approved to lift the restrictions on sale but not yet lifted the restrictions on sale according to the plan, and the rest of the stock options / restricted shares granted but not yet approved to exercise / not yet approved to lift the restrictions on sale shall not be exercised / lifted the restrictions on sale, And the company shall cancel the stock option in accordance with the provisions of the plan / buy back and cancel the restricted shares at the sum of the grant price plus the interest on bank deposits in the same period. ” In view of the fact that one incentive object has resigned due to personal reasons and has not met the provisions on Incentive objects in the company’s equity incentive plan, the board of directors decided to cancel the qualification of the above incentive object and repurchase and cancel all the restricted shares granted but not lifted, totaling 24000 shares.
(II) relevant personnel and quantity of this repurchase cancellation
The repurchase and cancellation of restricted shares involves one middle-level manager, with a total of 24000 restricted shares to be repurchased and cancelled; After the cancellation of this repurchase, there are 4716000 equity incentive restricted shares remaining. (III) repurchase cancellation arrangement
The company has opened a special securities account for repurchase in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. and applied to it for the repurchase and transfer of 24000 shares of restricted shares that have been granted to the above-mentioned one original restricted stock incentive object but have not been lifted.
It is expected that the restricted shares will be cancelled on January 24, 2022, and the company will go through relevant industrial and commercial change registration procedures in accordance with the law.
3、 Changes in the company’s share structure after 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 the change of share class, note after the change of change amount
Tradable shares with limited sales conditions 4740000 – 24000 4716000
Tradable shares with unlimited conditions 257432808 0 257432808
Total shares 262172808 – 24000 262148808
Note: the capital stock before the change is the data registered by China Securities Depository and Clearing Co., Ltd. Shanghai Branch on January 17, 2022. Compared with the capital stock on December 31, 2021 announced last time, 1550 tradable shares with unlimited conditions have been increased, which is caused by the conversion of “Wencan convertible bonds”.
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 the provisions of laws and regulations, the measures for the administration of equity incentive of listed companies, the arrangement of the company’s equity incentive plan and 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 that the objects involved in the repurchase and cancellation of restricted shares, the number of shares, the cancellation date and other information are true, accurate and complete, 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 the legal opinion
The lawyer of Beijing Hairun Tianrui law firm believes that the repurchase cancellation of the company has obtained the necessary approval and authorization at this stage, which 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, the articles of association and the 2019 restricted stock and stock option incentive plan; The reasons for the cancellation of this repurchase, the quantity and price of repurchase cancellation and the source of repurchase funds comply with the relevant provisions of the administrative measures and the 2019 restricted stock and stock option incentive plan. The company still needs to go through the procedures related to the cancellation of share repurchase registration and the reduction of registered capital for the cancellation of this repurchase, and fulfill the obligation of information disclosure according to law.
It is hereby announced.
Wencan Group Co.Ltd(603348) board of directors
January 19, 2022
