Securities code: 002299 securities abbreviation: Fujian Sunner Development Co.Ltd(002299) Announcement No.: 2022-003 Fujian Sunner Development Co.Ltd(002299)
About some restricted stocks in 2019 restricted stock incentive plan
Announcement on completion of repurchase cancellation
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Special tips:
1. Fujian Sunner Development Co.Ltd(002299) (hereinafter referred to as “the company”) the number of restricted shares repurchased and cancelled this time is 432354, involving 15 incentives, accounting for 0.0347% of the total share capital of the company before cancellation, involving a total repurchase fund of 4930655.49 yuan. Among them, the repurchase price of some restricted shares that have not been lifted for the first time is 11.07 yuan / share plus the deposit interest of the bank in the same period; The repurchase price of the restricted shares reserved for grant that have not yet been lifted is 12.30 yuan / share plus the sum of bank deposit interest in the same period.
2. As of the date of disclosure of this announcement, the above restricted shares have gone through the cancellation procedures in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. After the completion of the repurchase and cancellation of restricted shares, the total number of shares of the company decreased from 1244405750 shares to 1243973396 shares.
1、 Relevant approval procedures and implementation of the company’s restricted stock incentive plan in 2019
1. On November 21, 2019, the company held the 12th meeting of the 5th board of directors, deliberated and adopted the proposal on the company’s 2019 restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s assessment management measures for the implementation of 2019 restricted stock incentive plan The proposal on taking the close relatives of Mr. Fu Guangming and Ms. Fu Xiangxiang as the incentive objects of the company’s restricted stock incentive plan in 2019 and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, the independent directors of the company expressed their independent opinions on the relevant proposals of the incentive plan.
2. On November 21, 2019, the company held the 11th meeting of the 5th board of supervisors, deliberated and adopted the proposal on the company’s 2019 restricted stock incentive plan (Draft) and its summary Proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2019 and proposal on verifying the list of some incentive objects granted by the company’s restricted stock incentive plan for the first time in 2019. The board of supervisors of the company believes that this incentive plan is conducive to the sustainable development of the company, and there is no obvious damage to the interests of the company and all shareholders.
3. From November 22, 2019 to December 2, 2019, the company publicized the names and positions of some incentive objects to be granted in the incentive plan for the first time. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects to be granted in the incentive plan. On December 24, 2019, the board of supervisors of the company disclosed the review opinions and publicity statement of the board of supervisors on the list of some incentive objects first granted by the restricted stock incentive plan in 2019.
4. On December 27, 2019, the company held the second extraordinary general meeting of shareholders in 2019, deliberated and adopted the proposal on the company’s 2019 restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s measures for the assessment and management of the implementation of 2019 restricted stock incentive plan The proposal on taking the close relatives of Mr. Fu Guangming and Ms. Fu Xiangfang as the incentive objects of the company’s restricted stock incentive plan in 2019 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 Fujian Sunner Development Co.Ltd(002299) self inspection report on the trading of the company’s shares by insiders of the restricted stock incentive plan in 2019.
5. According to the authorization of the general meeting of shareholders to the board of directors in the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, the company held the 14th meeting of the Fifth Board of directors on January 13, 2020, The proposal on adjusting the list, number and price of some incentive objects granted for the first time in the 2019 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time were reviewed and adopted. The independent directors of the company have expressed their independent opinions on the above matters.
6. On January 13, 2020, the company held the 13th meeting of the 5th board of supervisors, deliberated and adopted the proposal on adjusting the list, number and price of some incentive objects granted for the first time in the 2019 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time, The board of supervisors of the company reviewed the adjustment of the list of some incentive objects granted for the first time in the incentive plan, the granted quantity and price, as well as the grant arrangement of the incentive plan, and issued verification opinions.
7. On February 20, 2020, the company completed the registration of the first grant of the 2019 restricted stock incentive plan and disclosed the announcement on the completion of the registration of the first grant of the 2019 restricted stock incentive plan. The listing date of restricted shares first granted by the company’s 2019 restricted stock incentive plan is February 21, 2020.
8. On July 21, 2020, the company held the 17th meeting of the 5th board of directors and the 16th meeting of the 5th board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan. The independent directors of the company have expressed their independent opinions on the above matters.
9. On August 6, 2020, the company held the second extraordinary general meeting of shareholders in 2020, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan. It is agreed that the company will repurchase and cancel 174281 restricted shares granted to 9 incentive objects who have resigned or are not working in the company due to personal reasons, including Yang Hongjie and Zhu Xinjie. The repurchase price is the sum of the grant price (12.07 yuan / share) and the deposit interest of the bank in the same period.
10. On August 7, 2020, the company disclosed the announcement of Fujian Sunner Development Co.Ltd(002299) on repurchase and cancellation of part of restricted shares, capital reduction and notification to creditors, in which Yang Hongjie Zhu Xinjie and other 9 incentive objects who have left their jobs or do not work in the company for personal reasons have been granted but have not yet lifted the restrictions on the sale of 174281 shares, which have been announced to the creditors.
11. On October 15, 2020, the company disclosed the announcement of Fujian Sunner Development Co.Ltd(002299) on the completion of the repurchase and cancellation of some restricted shares under the restricted stock incentive plan in 2019. As of the disclosure date of the announcement, the company has repurchased and cancelled 174281 restricted shares granted to 9 incentive objects who have resigned or not worked in the company due to personal reasons, including Yang Hongjie and Zhu Xinjie. The restricted shares have been cancelled in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
12. According to the authorization of the general meeting of shareholders to the board of directors in the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive approved by the second extraordinary general meeting of shareholders in 2019, on November 30, 2020, The 19th meeting of the 5th board of directors of the company deliberated and adopted the proposal on granting reserved restricted shares to the incentive objects of the 2019 restricted stock incentive plan. The independent directors of the company have considered that the reserved part of the grant conditions specified in the incentive plan have been fulfilled. The board of directors of the company has determined November 30, 2020 as the reserved part of the grant date, and granted 438716 restricted shares to 32 eligible incentive objects at a grant price of 13.30 yuan / share.
13. On November 30, 2020, the company held the 18th meeting of the 5th board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to the incentive objects of the 2019 restricted stock incentive plan. The board of supervisors reviewed the relevant matters of the grant arrangement of reserved restricted shares in the incentive plan and issued verification opinions.
14. On December 3, 2020, the company held the 20th meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan. The independent directors of the company have expressed their independent opinions on the above matters.
15. On December 21, 2020, the company held the third extraordinary general meeting of shareholders in 2020, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares under the 2019 restricted stock incentive plan. It is agreed that the company will repurchase and cancel 96167 restricted shares granted to the incentive objects who have resigned for personal reasons, including Xiao Feng, Du Yiheng and Liu Jianchao, but the sales restriction has not been lifted. The repurchase price is the sum of the grant price (12.07 yuan / share) and the bank deposit interest in the same period.
16. On December 22, 2020, the company disclosed the announcement of Fujian Sunner Development Co.Ltd(002299) on repurchasing and canceling part of the restricted stock capital reduction and notifying the creditors, and announced to the creditors that the company intends to repurchase and cancel 96167 restricted shares granted to the incentive objects who have left their jobs for personal reasons, including Xiao Feng, Du Yiheng and Liu Jianchao, but the sales restriction has not been lifted.
17. On January 6, 2021, the company completed the registration of reserved grant of restricted stock incentive plan in 2019 and disclosed the announcement of Fujian Sunner Development Co.Ltd(002299) on the completion of registration of reserved grant of restricted stock incentive plan in 2019. The listing date of restricted shares reserved for grant in the company’s 2019 restricted stock incentive plan is January 8, 2021.
18. On March 2, 2021, the company disclosed the announcement on the completion of the repurchase and cancellation of some restricted shares under the restricted stock incentive plan in 2019. As of the disclosure date of the announcement, the company has repurchased and cancelled 96167 restricted shares granted to Xiao Feng, Du Yiheng and Liu Jianchao who have left their jobs but have not yet been lifted, and the cancellation procedures have been completed in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
19. On March 4, 2021, the company held the 21st Meeting of the 5th board of directors and the 20th meeting of the 5th board of supervisors, deliberated and adopted the proposal on the achievement of the first lifting of the restrictions on the sale of restricted shares granted for the first time by the restricted stock incentive plan in 2019, In addition to the 11054 restricted shares involved in Peng Weifeng, a resigned incentive object, which have not gone through the repurchase cancellation procedures and will not be lifted, the 217 incentive objects that can be lifted this time have met the conditions for lifting the restrictions in the first lifting period stipulated in the incentive plan, According to the authorization of the general meeting of shareholders to the board of directors in the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive approved by the company’s second extraordinary general meeting of shareholders in 2019, the board of directors agreed that the company would lift the restrictions on the sale of 453661 restricted shares held by 217 incentive objects that met the conditions for lifting the restrictions on sale, And handle the corresponding procedures for lifting the restrictions on sales and listing of shares. The listing and circulation date of relevant shares is March 17, 2021. The independent directors of the company have expressed their independent opinions on relevant matters.
20. On October 15, 2021, the company held the fourth meeting of the sixth board of directors and the third meeting of the sixth board of supervisors, which deliberated and adopted the proposal on adjusting the repurchase price of restricted shares in the 2019 restricted stock incentive plan, because the company has implemented the equity distribution plan for the first three quarters of 2020 in January 2021 (cash dividend of 1.00 yuan (tax included) per share), Therefore, the repurchase price of some restricted shares granted for the first time that have not yet been lifted was adjusted from 12.07 yuan / share to 11.07 yuan / share; The repurchase price of some restricted shares whose restrictions on sale have not been lifted has been adjusted from 13.30 yuan / share to 12.30 yuan / share. The independent directors of the company have expressed their independent opinions on the above matters.
21. On October 15, 2021, the company held the fourth meeting of the sixth board of directors and the third meeting of the sixth board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan, which was deliberated and approved by the third extraordinary general meeting of the company in 2021 on November 2, 2021. Whereas Guan Shifeng, Huang Guoqiang, Rao Xueyou, Zhu Chunning, Xiao Lingling, Xu Xiaobing, Zhu Cuiping, Peng Weifeng, Congratulations, Qiu ronghua, Zhang Zhaohua, Chen Juchang, Jia Qing and Wang Yaochun and Wang Bohua, the incentive objects reserved for granting restricted shares, have left their jobs for personal reasons and no longer have the qualification of incentive objects, It is agreed that the company shall repurchase 432354 restricted shares granted to the above 15 persons but not yet lifted the restrictions on sale in accordance with the provisions of the draft incentive plan, and handle the repurchase cancellation procedures. The repurchase price of the restricted shares granted for the first time is 11.07 yuan / share plus the sum of bank deposit interest in the same period, The repurchase price of restricted shares reserved for grant is 12.30 yuan / share plus the sum of bank deposit interest in the same period. The independent directors of the company have expressed their independent opinions on the above matters.
22. On November 3, 2021, the company disclosed the announcement of Fujian Sunner Development Co.Ltd(002299) on repurchase and cancellation of partial restricted stock capital reduction and notice to creditors, and the company plans to repurchase and cancel 13 incentive objects and reserved grant department in the 2019 restricted stock incentive plan that has resigned for personal reasons
