Inc. of Guangdong sea big group cancels the announcement of partial restricted stock about counter-p

Inc. of Guangdong sea big group cancels the announcement of partial restricted stock about counter-purchasing

Negotiable securities code: Abbreviation of 002311 negotiable securities: Number of announcement of sea big group: 2019-011

The content that our company and member of ensemble of board of directors assure to information is announced is true, accurate, complete, be stated without sex of false account, misdirect or great omit.

Inc. of Guangdong sea big group (the following abbreviation " company " ) the 4th board of directors that held on April 13, 2019 the seventeenth conference, discuss passed " what cancel partial restricted share about counter-purchasing is second reading " , this second second reading still need to refer company shareholder plenary meeting to discuss.

One, company " restricted stock drive planned 2016 " decision-making process and approval circumstance

1, on December 6, 2016, the 4th board of directors of company the 4th times the 4th times the conference all discusses the conference and the 4th supervision board passed " about reaching its of the summary second reading " .

2, on January 19, 2017, the 4th board of directors of company the 5th times the 5th times the conference all discusses the conference and the 4th supervision board passed " about reaching its of the summary second reading " (the following abbreviation " " restricted stock drive planned 2016 (edit draft) " " ) .

3, on Feburary 15, 2017, company 2017 for the first time temporarily shareholder plenary meeting is discussed passed " about reaching its of the summary second reading " reach " about submitting to board of directors of accredit of shareholder plenary meeting handles a firm what restricted stock drive planned relevant matters concerned 2016 is second reading " etc relevant and second reading, agree with a company to 1, 484 award incentive object first 4, stock of one million six hundred and one thousand three hundred restricted, obligate awards four million three hundred and ninety-eight thousand seven hundred.

4, on March 13, 2017, the 6th times the conference discusses the 4th board of directors of company passed " what about adjusting a company restricted stock drive planned measure of rights and interests 2016 is second reading " reach " about what to the company restricted stock drive planned incentive object to award restricted the share 2016 second reading " , the incentive object that the company awards first by 1, 484 are adjusted for 1, 373; To 1, 373 incentive objects award restricted the share 4, two hundred and eighty-three thousand two hundred, award the price to be 7.48 yuan / , award day to be on March 13, 2017. On March 20, 2017, the company achieved afore-mentioned restricted shares award the job that register.

5, on October 27, 2017, the 10th times the conference discusses the 4th board of directors of company passed " reach about adjusting company equity drive to plan relevant item cancel a part what stock period counterpoises is second reading " reach " what cancel partial restricted share about counter-purchasing is second reading " , agree to the company leaves one's post the part or remove the incentive object that labor contract concerns already was obtained award and the restricted share that did not see a lock undertakes six hundred and eighteen thousand eight hundred times counter-purchasing cancelling, will award incentive object to adjust first for 1, 336, counter-purchase restricted stock the price to adjust it is 7.18 yuan / . Among them, " what cancel partial restricted share about counter-purchasing is second reading " already company 2017 the 3rd temporarily shareholder plenary meeting is discussed through. The company achieved shares of afore-mentioned six hundred and eighteen thousand eight hundred restricted on December 26, 2017 counter-purchase cancel matters concerned.

6, on December 8, 2017, second conference discusses eleventh of the 4th board of directors of company passed " about what to the company restricted stock drive planned incentive object to award obligate restricted the share 2016 second reading " , the company awards obligate restricted stock actually 4.308 million to 360 incentive objects, award the price to be 10.44 yuan / , award day to be on December 8, 2017. On January 18, 2018, the company achieved afore-mentioned restricted shares award the job that register.

7, on April 19, 2018, the 4th board of directors of company is dozenth second conference is discussed passed " cancel a part about adjusting company equity drive to plan relevant item to reach what stock period counterpoises is second reading " reach " what cancel partial restricted share about counter-purchasing is second reading " , because of the part " restricted stock drive planned 2016 (edit draft) " incentive personnel leaves his post, assessment of outstanding achievement of 2017 year individual does not amount to mark, die due to illness wait for a reason, agree with a company to already won this drive boy or girl friend award and did not amount to those who understand lock requirement to award restricted the share first five hundred and ten thousand nine hundred reach obligate to award restricted the share forty-eight thousand two hundred undertake counter-purchasing cancelling; Already awarded what did not solve a lock to award restricted share amount to adjust first for 3, nine million one hundred and fifty-three thousand five hundred, already awarded the obligate that did not solve a lock to award restricted share amount to adjust it is four million two hundred and fifty-nine thousand eight hundred.

On April 19, 2018, the 4th board of directors of company is dozenth second conference is discussed passed " close equity drive to plan to accord with solution to lock up / of travel authority condition second reading " , the board of directors thinks incentive object place is held " restricted stock drive planned 2016 (edit draft) " the condition solving a lock that awards the first solution lock period first is already contented, agree with incentive object to be locked up in formulary solution / counterpoise all right period solution is locked up / counterpoise all right. " restricted stock drive planned 2016 (edit draft) " award the first to be able to appear on the market first current restricted stock measure is seven million eight hundred and thirty-seven thousand five hundred.

8, on October 24, 2018, the 16th times the conference discusses the 4th board of directors of company passed " what plan to counter-purchase the price about adjusting equity drive is second reading " reach " what cancel partial restricted share about counter-purchasing is second reading " , because the company carries out 2017 year rights and interests to allocate and award restricted stock incentive object first name and 63 obligate award incentive object 19 leave his post, already did not accord with incentive condition or remove the reason such as working relationship, agree with company general " restricted stock drive planned 2016 (edit draft) " award restricted stock to counter-purchase the price to adjust first it is 6.93 yuan / , obligate awards restricted stock to counter-purchase the price to adjust it is 10.19 yuan / ; Already won afore-mentioned incentive boy or girl friends award and did not amount to those who understand lock requirement to award restricted the share first one million and ninety-three thousand one hundred and twenty reach obligate to award restricted the share 178 thousand undertake counter-purchasing cancelling. The company achieved shares of afore-mentioned one million two hundred and seventy-one thousand one hundred and twenty restricted on December 27, 2018 counter-purchase cancel matters concerned.

9, on April 13, 2019, the seventeenth times the conference discusses the 4th board of directors of company passed " what cancel partial restricted share about counter-purchasing is second reading " , because award restricted stock incentive object first,name and 28 obligate award incentive object to 18 leave his post or remove assessment of outstanding achievement of individual of working relationship, 2018 year is unqualified wait for a reason, agree with a company to already won afore-mentioned incentive boy or girl friends award and did not amount to those who understand lock requirement to award restricted the share first three hundred and nine thousand four hundred reach obligate to award restricted the share one hundred and twenty thousand six hundred undertake counter-purchasing cancelling.

2, this second counter-purchase the circumstance specification that cancels partial restricted share

1, this second counter-purchase the reason that cancels partial restricted share and amount

(1) " restricted stock drive planned 2016 (edit draft) " award object of restricted stock drive to reach obligate 26 times to award restricted stock incentive object first because of individual reason leaves his post or removing 18 times labor concerns, the board of directors is maintained already did not accord with incentive condition, its already were obtained award and the restricted share amount that did not amount to the condition that solve a lock reachs one hundred and twenty thousand six hundred for three hundred thousand five hundred and sixty;

(2) company " restricted stock drive planned 2016 (edit draft) " because assessment of outstanding achievement of 2018 year individual is unqualified,award object of restricted stock drive 2 people first, its already awarded the restricted stock that did not amount to the 2nd solution to lock up period solution to lock up a condition to be 8840.

Basis " appear on the market company equity drive runs way " wait for relevant law laws and regulations and company " restricted stock drive planned 2016 (edit draft) " regulation, the company plans to be counter-purchased respectively cancel afore-mentioned leaving one's post or remove outstanding achievement of working relationship, 2018 year individual assesses unqualified incentive object to already awarded and did not amount to the condition that solve a lock " restricted stock drive planned 2016 (edit draft) " award restricted stock to reach obligate three hundred and nine thousand four hundred times to award first, add up to 430 thousand.

2, this second counter-purchase those who cancel partial restricted share to counter-purchase the price and price basis

According to the company " restricted stock drive planned 2016 (edit draft) " regulation, after incentive object obtains awarded restricted share to finish share to register, if company happening capital is common,accumulate turn add capital stock, distribute stock extra dividend, share to tear open fine, match or shrink those who wait for item of price of gross of influence company capital stock or company stock, of the restricted stock that the company should be restricted to make work to having notting remove counter-purchase the price to do adjust accordingly.

On October 24, 2018, the 16th times the conference discusses the 4th board of directors of company passed " what plan to counter-purchase the price about adjusting equity drive is second reading " , because the company carries out 2017 year rights and interests to allocate, " restricted stock drive planned 2016 (edit draft) " award restricted stock to counter-purchase the price to adjust first it is 6.93 yuan / , obligate awards restricted stock to counter-purchase the price to adjust it is 10.19 yuan / , this announcement day reachs since the day that the 16th times from the company the conference discusses the 4th board of directors, the company did not produce afore-mentioned needing that adjust to counter-purchase the matters concerned of the price.

If be in this second counter-purchase the company before cancelling to have a group breath, capital is common indigestion turn increase share, distribute a share bonus, stock is torn open fine or shrink wait for item, afore-mentioned counter-purchasing the price will undertake corresponding adjustment.

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