Securities code: 603283 securities abbreviation: Suzhou Secote Precision Electronic Co.Ltd(603283) Announcement No.: 2022-001 Suzhou Secote Precision Electronic Co.Ltd(603283)
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 repurchase and cancellation: according to the relevant provisions of the company's restricted stock equity incentive plan in 2018 and 2019, 14 incentive objects leave the company and one incentive object remains without pay, which does not meet the incentive conditions. The company plans to repurchase and cancel the restricted shares granted to these incentive objects but not lifted. Relevant information about the cancellation of shares:
Number of shares repurchased number of shares cancelled date of cancellation
71430 shares 71430 shares January 26, 2022
1、 Decision making and information disclosure of this restricted stock repurchase and cancellation
On November 26, 2021, the company held the second meeting of the third board of directors and the second meeting of the third board of supervisors. The meeting deliberated and adopted the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted. On December 13, 2021, the third extraordinary general meeting of shareholders in 2021 held by the company considered and approved the above proposal. For details, see the company's disclosure on the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）Announcement of Suzhou Secote Precision Electronic Co.Ltd(603283) on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted (Announcement No.: 2021-091).
According to relevant regulations, the company made a statement on the website of Shanghai Stock Exchange on November 27, 2021（ http://www.sse.com.cn. ）Disclosed the announcement on Suzhou Secote Precision Electronic Co.Ltd(603283) notifying creditors of repurchase and cancellation of restricted shares of some incentive objects (Announcement No.: 2021-092), and performed the procedure of notifying creditors of the share repurchase and cancellation. Within the agreed 45 day reporting time, no creditors reported that the company was required to pay off debts or provide corresponding guarantees.
2、 Cancellation of this restricted stock repurchase
(I) reasons and basis for cancellation of restricted shares in this repurchase
According to the provisions of Suzhou Secote Precision Electronic Co.Ltd(603283) 2018 restricted stock equity incentive plan (Draft), Suzhou Secote Precision Electronic Co.Ltd(603283) 2019 restricted stock equity incentive plan (Draft) and the measures for the administration of equity incentive of listed companies, 14 incentive objects resigned and one incentive object resigned without pay, which is no longer eligible, The Company repurchased and cancelled 71430 restricted shares granted to the above-mentioned personnel but not lifted.
(II) relevant personnel and quantity of this repurchase cancellation
The repurchase and cancellation of restricted shares involves middle-level managers, core technical (business) personnel Wang Bin, Wang Haoran, etc., with a total of 71430 restricted shares to be repurchased and cancelled; After the cancellation of this repurchase, there are 1492995 shares of equity incentive restricted shares remaining.
(III) repurchase cancellation arrangement
The company has applied for opening a special account for share repurchase (Account No.: b882871529) in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. and applied to Shanghai Branch of China Securities Depository and Clearing Co., Ltd. for handling the procedures of 71430 repurchase and transfer of the above-mentioned restricted shares that have been granted but have not been lifted. It is expected that the repurchase and cancellation of restricted shares will be completed on January 26, 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:
Before category change and after amount change
Tradable shares with limited sales conditions 1564425 - 71430 1492995
Tradable shares with unlimited sales conditions 180366673 0 180366673
Total shares 181931098 - 71430 181859668
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
Shanghai jintiancheng law firm believes that the repurchase cancellation has obtained the necessary approval and authorization, fulfilled the necessary information disclosure obligations, and met the repurchase cancellation conditions specified in the administrative measures, 2018 restricted stock incentive plan (Draft) and 2019 restricted stock incentive plan (Draft); The object, quantity, price and repurchase cancellation arrangement of this repurchase and cancellation of the company comply with the relevant provisions of the administrative measures, 2018 restricted stock incentive plan (Draft) and 2019 restricted stock incentive plan (Draft).
6、 Online announcement attachment
Legal opinions issued by law firms.
It is hereby announced.
Suzhou Secote Precision Electronic Co.Ltd(603283) board of directors January 21, 2022
