Wuxi Lead Intelligent Equipment Co.Ltd(300450)
Announcement on repurchase and cancellation of some restricted shares
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.
The 10th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors held by Wuxi Lead Intelligent Equipment Co.Ltd(300450) (hereinafter referred to as " Wuxi Lead Intelligent Equipment Co.Ltd(300450) " or "the company") on January 26, 2022 deliberated and adopted the proposal on repurchase and cancellation of some restricted shares respectively, and agreed to deal with Jia Jiawen He Jianneng and other five people have been granted but have not yet lifted the restrictions on the sale of 27798 restricted shares for repurchase and cancellation.
The relevant matters are explained as follows:
1、 Relevant repurchase instructions of the company's restricted stock incentive plan in 2018
(I) relevant procedures performed in the incentive plan
1. On February 5, 2018, the 36th meeting of the second board of directors of the company deliberated and adopted the proposal on and its summary, the proposal on Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The board of supervisors checked the list of incentive objects granted restricted shares this time and considered that the subject qualification of incentive objects granted restricted shares this time was legal and effective. The independent directors checked the company's restricted stock incentive plan (Draft) and other relevant contents, and expressed their agreed independent opinions. 2. On February 6, 2018, the company made a statement on cninfo (www.cn. Info. Com. CN.) The Wuxi Lead Intelligent Equipment Co.Ltd(300450) 2018 restricted stock incentive plan (Draft) and its abstract, the list of some incentive objects granted by the 2018 restricted stock incentive plan for the first time and other announcements were announced on the website, and the list of some incentive objects granted by the 2018 restricted stock incentive plan for the first time was publicized through the company's internal bulletin board from February 6, 2018 to February 15, 2018, The names and positions of the incentive objects were publicized. The company did not receive any objection against the incentive objects, and published the review opinions and publicity statement of the board of supervisors on the list of incentive objects of the company's 2018 restricted stock incentive plan on cninfo.com on February 23, 2018.
3. On February 26, 2018, the first extraordinary general meeting of shareholders of the company in 2018 deliberated and approved the above proposal, authorizing the board of directors to determine the granting date of restricted shares, grant restricted shares to incentive objects when incentive objects meet the conditions, and handle all necessary matters for granting restricted shares.
4. On May 7, 2018, the fifth meeting of the third board of directors of the company deliberated and approved the proposal on adjusting the number and number of incentive objects granted for the first time in the company's 2018 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time. The number of incentive objects granted in this incentive plan is adjusted from 218 to 192, and the total amount of restricted shares granted is adjusted from 1602000 shares to 1385000 shares. May 7, 2018 is determined as the grant date of this incentive plan. Independent directors expressed independent opinions on the above proposal, and the board of supervisors verified the list of incentive objects again.
5. On May 14, 2018, the company completed the initial grant registration of restricted shares. The grant date is May 7, 2018, with 192 grant objects, the number of granted shares is 1.385 million, and the grant price is 27.09 yuan / share.
6. On January 31, 2019, the company held the 11th meeting of the third board of directors and the 9th meeting of the third board of supervisors respectively, and deliberated and adopted the proposal on adjusting the repurchase price of restricted shares and repurchasing and canceling some restricted shares. Due to the implementation of 2017's rights and interests distribution, the company took the company's existing total share capital of 441522075 shares as the base, Distribute RMB 2.292785 in cash to all shareholders for every 10 shares, and transfer 9.968631 shares to all shareholders for every 10 shares with capital reserve. Therefore, the number of shares repurchased and cancelled this time was increased from 29000 shares to 57909 shares, and the repurchase price was adjusted to 13.45 yuan / share. A total of 6 original incentive objects, Xia Shuai, Zhang Jiwei, Li Jungang, Mao Weiping, Zheng Zhipeng and Liu Weijun, left for personal reasons and did not meet the incentive conditions. According to the relevant provisions of the 2018 equity incentive plan, the company decided to repurchase and cancel the restricted shares held by Xia Shuai and other six people that have been granted but have not been unlocked, and the repurchase price is 13.45 yuan / share. The independent directors of the company expressed their independent opinions on this matter. The board of supervisors agreed to adjust the repurchase price of restricted shares, and the lawyer also issued corresponding legal opinions.
7. On April 25, 2019, the company held the 14th meeting of the third board of directors, the 11th meeting of the third board of supervisors, and on May 13, 2019, the company held the second extraordinary general meeting of shareholders in 2019, deliberated and approved the proposal on repurchase and cancellation of some restricted shares. The original incentive objects of the company, Chen Qiang and Li Rui, resigned for personal reasons, Has not met the incentive conditions. According to the relevant provisions of the equity incentive plan in 2018, the company decided to repurchase and cancel the granted but not unlocked restricted shares held by Chen Qiang and Li Rui at a repurchase price of 13.45 yuan / share. The independent directors of the company expressed their independent opinions on this matter. The board of supervisors agreed to repurchase and cancel the authorized but unlocked restricted shares held by the resigned personnel, and the company's legal counsel issued corresponding legal opinions on this.
8. On May 16, 2019, the 15th meeting of the third board of directors and the 12th meeting of the third board of supervisors deliberated and approved the proposal on the achievement of lifting the restrictions on the sale of restricted shares in the first restricted period granted by the 2018 restricted stock incentive plan for the first time, and agreed that the company would lift the restrictions on the sale of incentive objects that meet the conditions for lifting the restrictions on sale in accordance with the regulations, And handle the corresponding procedures for lifting the sales restriction. The independent directors of the company have expressed independent opinions on relevant matters, and the legal counsel of the company has issued corresponding legal opinions.
9. On May 28, 2019, the company disclosed the announcement on the completion of the repurchase and cancellation of some restricted shares (Announcement No.: 2019-070) on cninfo. The company completed the repurchase and cancellation of a total of 81872 authorized but unlocked restricted shares held by Xia Shuai and other 8 people who did not meet the incentive conditions. After the completion of the repurchase and cancellation of restricted shares, the total share capital of the company was reduced from 881659139 shares to 881577267 shares.
10. On June 12, 2019, the company disclosed the suggestive announcement on the listing and circulation of restricted shares in the first release period of restricted shares granted for the first time by the restricted stock incentive plan in 2018 (Announcement No.: 2019-073), The shares that can be released during the first release period of the restricted stock incentive plan in 2018 will be listed and circulated on June 13, 2019. The number of restricted shares lifted this time is 536664, accounting for 0.06% of the total share capital of the company.
11. On September 12, 2019, the company held the 18th meeting of the third board of directors and the 15th meeting of the third board of supervisors respectively, and on September 30, 2019, the company held the fourth extraordinary general meeting of shareholders in 2019, deliberated and approved the proposal on adjusting the repurchase price of restricted shares and repurchasing and canceling some restricted shares, As the company has implemented the equity distribution in 2018, based on the company's existing total share capital of 881577267 shares, the company will distribute 2.800260 yuan in cash to all shareholders for every 10 shares. Therefore, the repurchase price is adjusted to 13.17 yuan / share. The original incentive objects Xie Dayong, Peng Tao and other 7 people left for personal reasons, which did not meet the incentive conditions. According to the relevant provisions of the 2018 equity incentive plan, the company decided to repurchase and cancel the granted but unlocked restricted shares held by Xie Dayong, Peng Tao and other seven people, with a repurchase price of 13.17 yuan / share. The independent directors of the company expressed their independent opinions on this matter. The board of supervisors agreed to adjust the repurchase price of restricted shares, and the legal counsel of the company issued corresponding legal opinions.
12. On November 28, 2019, the company disclosed the announcement on the completion of repurchase and cancellation of some restricted shares (Announcement No.: 2019-120) on cninfo.com, and the company completed the repurchase and cancellation of 130997 restricted shares held by Xie Dayong, Peng Tao and other seven people who did not meet the incentive conditions. After the completion of the repurchase and cancellation of restricted shares, the total share capital of the company was reduced from 881577267 shares to 881446270 shares.
13. On April 27, 2020, the company held the 24th Meeting of the third board of directors and the 20th meeting of the third board of supervisors respectively, and deliberated and adopted the proposal on repurchase and cancellation of some restricted shares. It is agreed that the company will buy back and cancel a total of 514703 restricted shares granted to 175 incentive objects who fail to meet the conditions for lifting the sales restrictions due to the company's performance and the original incentive objects Li Wenguang and Dai Yuefeng who have resigned and no longer meet the incentive conditions due to personal reasons. The adjusted repurchase price is 13.01 yuan / share. The independent directors of the company expressed their independent opinions on this matter. The legal counsel of the company issued corresponding legal opinions. The matter still needs to be submitted to the general meeting of shareholders for deliberation.
14. On September 23, 2020, the company disclosed the announcement on the completion of the repurchase and cancellation of some restricted shares (Announcement No.: 2020-098) on cninfo.com. The company completed the cancellation of 175 incentive objects who failed to meet the conditions for lifting the sales restrictions due to the company's performance and the original incentive objects who no longer meet the incentive conditions due to personal reasons, Li Wenguang Dai Yuefeng has been granted the repurchase and cancellation of 514703 restricted shares that have not yet been lifted. After the completion of the repurchase and cancellation of restricted shares, the total share capital of the company became 880944041 shares.
15. On July 13, 2021, the company held the fourth meeting of the Fourth Board of directors and the fourth meeting of the Fourth Board of supervisors respectively, deliberated and adopted the proposal on adjusting the repurchase price of restricted shares and repurchasing and canceling some restricted shares. 12 former incentive objects, including Zhang Qiwei and Lu Bin, left their jobs for personal reasons and did not meet the incentive conditions. According to the relevant provisions of the 2018 equity incentive plan, the company decided to repurchase and cancel the restricted shares held by 12 people, including Zhang Qiwei and Lu Bin, which have been granted but not yet unlocked. As the company has implemented the equity distribution in 2020, based on the total share capital of 907322521 shares as of December 31, 2020, the company will pay dividends of RMB 3 (including tax) for every 10 shares to all shareholders, and increase 6 shares for every 10 shares to all shareholders with capital reserve. Therefore, the number of shares repurchased and cancelled this time was adjusted to 1346889 shares, and the repurchase price was adjusted to 7.94 yuan / share. The independent directors of the company expressed their independent opinions on this matter. The board of supervisors agreed to adjust the repurchase price of restricted shares, and the lawyer also issued corresponding legal opinions.
16. On December 20, 2021, the company disclosed the announcement on the completion of the repurchase and cancellation of some restricted shares (Announcement No.: 2021-100) on cninfo.com. The company completed the cancellation of 163 incentive objects who failed to meet the conditions for lifting the sales restriction due to the company's performance and the original incentive objects who no longer meet the incentive conditions due to personal reasons, Zhang Qiwei Lu Bin and other 12 persons have been granted the work of repurchase and cancellation of a total of 1346889 restricted shares that have not yet been lifted. After the completion of the repurchase and cancellation of restricted shares, the total share capital of the company became 1563794217 shares.
17. On January 26, 2022, the company held the 10th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors respectively, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares. Five original incentive objects of the company, Jia Jiawen and he Jianneng, left their jobs for personal reasons and did not meet the incentive conditions. According to the relevant provisions of the equity incentive plan in 2018, the company decided to repurchase and cancel a total of 27798 restricted shares held by Jia Jiawen, he Jianneng and other five people that have been granted but have not been lifted, and the repurchase price is 7.94 yuan / share. The independent directors of the company expressed their independent opinions on this matter. The board of supervisors agreed to repurchase and cancel the restricted shares of the resigned personnel, and the company's legal counsel issued corresponding legal opinions on this.
(II) reasons and number of restricted shares cancelled in this repurchase
1. Incentive object resignation
According to the measures for the administration of equity incentive of listed companies and the company's restricted stock incentive plan and other relevant provisions, due to the resignation of five original incentive objects, such as Jia Jiawen and he Jianneng, who no longer have the qualification of incentive objects, the company plans to repurchase and cancel a total of 27798 restricted shares held by them that have not been lifted.
(III) the price of some restricted shares cancelled in this repurchase
As the company has implemented the 2020 equity distribution plan, the adjusted repurchase price is 7.94 yuan / share.
(IV) sources of repurchase funds
The repurchase price paid by the company for this restricted stock repurchase is all the company's own funds. According to the current repurchase price, the repurchase amount is 220716.12 yuan.
2、 Changes in the company's share capital structure after the cancellation of this repurchase
Before and after this change
Nature of shares
