About some restricted shares of Zhonghuo Zhongshun

2022-08-22
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Zhongshun jierou Paper Co., Ltd. announcement on the completion of the repurchase and cancellation of some restricted shares

release date: Source: Zhongshun jierou

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

special tips:

1. When the company unlocked the restricted stock incentive plan for the third time in 2015, due to some incentive objects' personal assessment reaching the standard but less than the full score, they were unlocked in proportion according to the score and resigned for personal reasons. The Company repurchased and cancelled their authorized but unlocked restricted shares. The repurchase and cancellation involved a total of 32 incentive objects, with a total of 268668 shares repurchased and cancelled. Among them, the first grant involves 22 incentive objects, involving 211803 restricted shares, and the repurchase price is 1.6667/share; The reserved grant part involves 10 incentive objects, involving 56865 restricted shares, and the repurchase price is 1.8824/share. The number of shares repurchased and cancelled this time accounted for 0.02% of the total share capital of the company before the repurchase and cancellation. After the repurchase and cancellation, the total number of shares of the company was changed from 1306368241 shares to 1306099573 shares

2. As of September 18, 2019, the above restricted shares have completed the cancellation procedures in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited

I. brief introduction to the restricted stock incentive plan in 2015

1. On October 20, 2015, the seventh meeting of the third board of directors of the company reviewed and approved the restricted stock incentive plan of Zhongshun jierou Paper Co., Ltd. (Draft) and its abstract. The sixth meeting of the third board of supervisors of the company reviewed the above proposal and verified the list of incentive objects of the company's equity incentive plan, The independent directors of the company expressed independent opinions on whether the equity incentive plan is conducive to the sustainable development of the company and whether there is any situation that damages the interests of the company and all shareholders

2. On December 30, 2015, the third extraordinary general meeting of the company in 2015 reviewed and passed the restricted stock incentive plan of Zhongshun jierou Paper Co., Ltd. (such deviation will appear due to reasons such as draft or carelessness) and its abstract, and the administrative measures for the implementation and assessment of the restricted stock incentive plan of Zhongshun jierou Paper Co., Ltd Proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan

3. On January 5, 2016, the 10th meeting of the third board of directors and the 8th meeting of the third board of supervisors of the company reviewed and approved the proposal on granting restricted shares to incentive objects. It is agreed that January 6th, 2016 will be the grant date, and 171.333 million restricted shares will be granted to 242 incentive objects at a grant price of 4.25 per share. The independent directors of the company expressed independent opinions on this, and believed that the confirmation method of the subject qualification of incentive objects was legal and effective, and the determined granting date was in line with relevant regulations. On March 18, 2016, the company disclosed the announcement on the completion of the registration of the first grant of the restricted stock incentive plan (Announcement No.). The restricted stock incentive plan grants 16.957 million shares of restricted stock to 199 incentive objects at a grant price of 4.25 per share

4. On February 23, 2016, the 11th meeting of the third board of directors and the 9th meeting of the third board of supervisors were held respectively, and the proposal on matters related to granting reserved restricted shares to incentive objects was reviewed and passed. The reserved restricted shares were granted on February 23rd, 2016, of which 1867000 restricted shares were granted to 68 incentive objects at a grant price of 4.80 per share. The independent directors of the company expressed independent opinions on this and believed that the confirmation method of the subject qualification of incentive objects was legal and effective, and the determined authorization date met the relevant provisions. The board of supervisors confirmed that the subject qualification of the incentive object granted with reserved rights and interests as the incentive object of the company's incentive plan was legal and effective, and met the conditions for granting as stipulated in the restricted stock incentive plan (Draft), and agreed that the incentive object was granted restricted shares in accordance with the relevant provisions of the restricted stock incentive plan (Draft). On May 19, 2016, the company disclosed the announcement on the completion of the registration of the reserved part of the restricted stock incentive plan (Announcement No.). The reserved restricted stock incentive plan grants 1847000 shares of restricted stock to 54 incentive objects at a grant price of 4.80 per share

5. On October 24, 2016, the 15th meeting of the third board of directors considered and approved the proposal of the company on the repurchase and cancellation of some incentive shares in the restricted stock incentive plan. Because some incentive objects of the company lost their incentive qualifications due to their resignation, they agreed to repurchase and write off a total of 266000 restricted shares that have been granted but did not meet the unlocking conditions involved in 10 incentive objects. As of December 26th, 2016, the company has completed the cancellation procedures in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited

6. On April 17, 2017, the 21st Meeting of the third board of directors of the company considered and passed the proposal on the achievement of the unlocking conditions for the first unlocking period of the restricted stock incentive plan for the first time/reserved granting of restricted stocks. The board of directors believed that the unlocking conditions for the first unlocking period set in the company's restricted stock incentive plan (Draft) had been achieved, and a total of

238 incentive objects met the unlocking conditions this time, The number of restricted shares that can apply for unlocking and listing was 5512860 shares, accounting for 1.09% of the total capital stock of the company at that time

7. On June 30, 2017, the 22nd Meeting of the third board of directors of the company considered and passed the proposal on adjusting the number and repurchase price of restricted shares in the equity incentive plan and the proposal on repurchase and cancellation of some incentive shares in the restricted stock incentive plan, and disclosed the supplementary correction announcement on repurchase and cancellation of some incentive shares in the restricted stock incentive plan on July 5, 2017, Because some of the incentive objects failed in their personal assessment and lost their incentive qualifications after leaving the company for the first time, the Company repurchased and cancelled 422460 restricted shares of a total of

35 incentive objects. As of October 30, 2017, the company has completed the cancellation procedures in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited

8. On May 18, 2018, the fifth meeting of the Fourth Board of directors of the company reviewed and passed the proposal on the achievement of unlocking conditions for the first time/reserved granting of restricted shares in the second unlocking period of the final incentive plan for restricted shares, the proposal on the repurchase and cancellation of some incentive shares in the restricted stock incentive plan, and the proposal on adjusting the number and repurchase price of restricted shares in the equity incentive plan, The board of Directors believes that the unlocking conditions for the second unlocking period set in the company's restricted stock incentive plan (Draft) have been met. A total of 223 incentive objects meet the unlocking conditions this time, and the number of restricted shares that can apply for unlocking and listed for circulation is

13448008 shares, accounting for 1.04% of the total share capital of the company at that time. The unlocked shares were listed and circulated on May 28, 2018. At the same time, it is agreed to repurchase a total of 966977 restricted shares that have been granted but not unlocked by some incentive objects who fail to pass the personal assessment and leave the company, and the two materials will be mixed and sold. As of September 4, 2018, the above restricted shares have been cancelled in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited

9. On April 18, 2019, the 12th meeting of the Fourth Board of directors of the company reviewed and passed the proposal on the achievement of unlocking conditions for the first time granting the third unlocking period of the company's 2015 restricted stock incentive plan and the proposal on the repurchase and cancellation of some incentive shares of the company's 2015 restricted stock incentive plan. The board of Directors believes that the unlocking conditions of the third unlocking period set in the restricted stock incentive plan (Draft) of the company in 2015 have been met. A total of 167 incentive objects meet the unlocking conditions this time, and the number of restricted shares that can apply for unlocking and listed for circulation is 16024557, accounting for 1.23% of the total share capital of the company. At the same time, a total of 211803 restricted shares that have been granted but have not been unlocked to 22 incentive objects who have passed the personal assessment due to resignation but are less than full marks will be repurchased and cancelled

10. On June 12, 2019, the 13th meeting of the Fourth Board of directors of the company reviewed and passed the proposal on the achievement of unlocking conditions in the third unlocking period of the reserved part of the company's 2015 restricted stock incentive plan and the proposal on the repurchase and cancellation of incentive shares of the reserved objects of the company's 2015 restricted stock incentive plan. The board of Directors believes that the unlocking conditions of the third unlocking period set in the restricted stock incentive plan (Draft) of the company in 2015 have been met. A total of 48 incentive objects meet the unlocking conditions this time, and the number of restricted shares that can apply for unlocking and listed for circulation is 1757715 shares, accounting for 0.13% of the total capital stock of the company at present. At the same time, a total of 56865 restricted shares that have been granted but not unlocked by 10 incentive objects who have passed the personal assessment due to resignation but are less than full marks will be repurchased and cancelled

II. The reason, quantity, price and source of funds for the repurchase and cancellation of some incentive shares

1. The reason for repurchase and cancellation

when the company unlocked the restricted stock incentive plan for the third time in 2015, because some incentive objects met the personal assessment but were less than full points, according to the scores, they were unlocked in proportion and resigned for personal reasons, and the Company repurchased and cancelled the restricted shares they were granted but not unlocked. The repurchase and cancellation involved a total of 32 incentive objects, with a total of 268668 shares repurchased and cancelled. Among them, the first grant involves 22 incentive objects and 211803 restricted shares; The reserved grant part involves 10 incentive objects and 56865 restricted shares

according to the relevant provisions of the company's 2015 restricted stock incentive plan (Draft), "Chapter VIII conditions for granting and unlocking restricted shares", "Chapter XIII handling of changes in the company/incentive objects" and "chapter XIV principles for repurchase and cancellation of restricted shares", the company plans to repurchase and cancel a total of 268668 shares of restricted shares granted but not unlocked by the above 32 incentive objects

2. Number of repurchases and cancellations

a total of 268668 restricted shares have been granted but not unlocked by the above 32 incentive objects of the company in this repurchase and cancellation

after the cancellation of this repurchase, the company's share capital will be changed from 1306368241 shares to 1306099573 shares

3. Repurchase price

the granting price of restricted shares granted by the company to the incentive object for the first time is 4.25/share, and the granting price of reserved restricted shares is 4.80/share

during the period from the date when the incentive object was granted restricted shares to the consideration of this matter, the company implemented and completed the profit distribution plans for 2016 and 2017. In accordance with relevant regulations, the company held the 22nd Meeting of the third board of directors on June 30, 2017, and considered and passed the proposal on adjusting the number and repurchase price of restricted shares in the equity incentive plan, The repurchase price of some restricted shares granted for the first time was adjusted from 4.25 per share to 2.833 per share. The repurchase price of some reserved restricted shares was adjusted from 4.8 per share to 3.2 per share. The fifth meeting of the Fourth Board of directors of the company was held on May 18, 2018, and the proposal on adjusting the number and repurchase price of restricted shares in the equity incentive plan was reviewed and approved. The repurchase price of some restricted shares granted for the first time increased from 2.833 per share

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