Negotiable securities code: Abbreviation of 002235 negotiable securities: Bring number of Ni share announcement: 2019-036
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.
Xiamen installs Ni Inc. (the following abbreviation " company " ) held pass an imperial examination of second conference of thirtieth of the 4th board of directors on May 20, 2019 4 supervision board the 24th conference, the conference is discussed respectively passed " cancel partial restricted stock and part about counter-purchasing what stock period counterpoises is second reading " . Agree to counter-purchase cancel restricted share 1, 158, 000, cancel stock period to counterpoise 1, 242, 000. This second reading still need to refer 2019 year of company the 2nd times temporarily shareholder plenary meeting is discussed. Show concerned item as follows now:
One, equity drive plan summarized the company 2017
1, on June 8, 2017, the company held the 4th board of directors the 8th times respectively the conference and the 4th supervision board the 7th conference, discuss passed " install Ni Inc. about Xiamen
2, the company is mixed to the full name of the incentive object list that award the post undertook in company interior fair show, fair show period stopped on June 19, 2017 to come since June 9, 2017. In fair show period inside, the company did not receive the objection about this second drive object, announced on June 20, 2017 " supervision board of Xiamen Annie Inc. is reached about the opinion of examine and verify that stock period authority and restricted stock drive planned incentive object list 2017 fair show a circumstance to explain " .
3, on June 26, 2017, the company holds 2017 year first time temporarily shareholder plenary meeting, discuss passed " what install Ni Inc. and its summary about Xiamen is second reading " , " about Xiamen Annie Inc. second reading " , " about submitting to board of directors of accredit of company shareholder plenary meeting conducts equity drive of relevant matters concerned second reading " , announced on June 26, 2017 " check a report oneself about what stock period authority and restricted stock drive planned circumstance of stock of company of business of inside information insider 2017 " .
4, on August 14, 2017, the company held the 4th board of directors the 9th times respectively the 8th times the conference discusses the conference and the 4th supervision board passed " what about Xiamen Annie Inc. grants a stock period right to incentive object is second reading " . Company independent director expressed independent opinion to this. Supervision board is right object list undertook drive that grants a stock period right check. Lawyer issued legal opinion book.
5, on September 5, 2017, the company held eleventh of the 4th board of directors respectively the 10th times the conference discusses second conference and the 4th supervision board passed " about adjusting restricted stock drive the object is reached those who award a stock the amount is second reading " , " about awarding restricted the share to incentive object second reading " . Company independent director expressed independent opinion to this. Supervision board is right list undertook incentive object that awards restricted the share check. Lawyer issued legal opinion book.
6, the company parts on August 21, 2017, finished on September 12, 2017 " stock period authority and restricted stock drive planned 2017 " of an usance right that involves and restricted stock award the job that register and gave announcement.
7, on July 26, 2018, the company holds the 4th board of directors the 22nd times respectively the conference and the 4th supervision board the 18th conference, discuss passed " about adjusting equity drive planned a share 2017 amount of share of period right amount and travel authority price, restricted and those who counter-purchase the price is second reading " . Company independent director expressed independent opinion to this. Lawyer issued legal opinion book.
8, on July 26, 2018, the company holds the 4th board of directors the 22nd times respectively the conference and the 4th supervision board the 18th conference, discuss passed " cancel partial restricted stock and part about counter-purchasing what stock period counterpoises is second reading " . The board of directors agrees to counter-purchase cancel restricted share 1, 188, 000, counter-purchase the price to be 5.13 yuan / , cancel stock period to counterpoise 3, 405, 000. Company independent director expressed independent opinion to this. Lawyer issued legal opinion book.
9, on August 13, 2018, 2018 year of company the 2nd temporarily shareholder plenary meeting is discussed passed " cancel partial restricted stock and part about counter-purchasing what stock period counterpoises is second reading " .
10, on January 4, 2019, company restricted stock reachs what stock period counterpoises to counter-purchase cancel, aggregate counter-purchase cancel restricted share 1, 188, 000, cancel stock period to counterpoise 3, 405, 000.
2, this second counter-purchase the reason that cancel, amount, price and financing source
(one) counter-purchase cancel reason, amount, price
1, the relevant provision that plans according to company equity drive, when lose labor ability because of inductrial injury when incentive object blame and leaving his post, in the day that the circumstance produces, already obtained to incentive object award but period authority does not get the stock that has not counterpoise all right to counterpoise all right, cancel by the company; Already obtained award but have not remove the restricted stock that is restricted to make work is not restricted so that remove to make work, counter-purchase by the company cancel. Because Zhang Wenbin of object of company former drive leaves his post to already did not accord with incentive condition, company board of directors plans to counter-purchase cancel its to already was obtained award but all restricted share that did not see a lock 144, 000, counter-purchase the price to be 5.13 yuan / , and cancel its to already was obtained award but the total share that has not counterpoise all right period authority 264, 000.
2, the relevant provision that plans according to company equity drive, target of assessment of each year outstanding achievement expresses share time limit and restricted stock as follows be shown:
(1) stock period counterpoises
① drive plans an usance that award to counterpoise, be expert at in 3 financial year of authority, branch year undertakes performance checks collateral advantageous position, regard the travel of incentive object as in order to achieve performance assessment goal authority condition:
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The each year outstanding achievement that ② grants a stock period right assesses a target to express place to show as follows:
Company level outstanding achievement examines a requirement
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Note: 1, afore-mentioned " net profit " point to the net profit before deducting incentive cost.
2, the restricted stock cost that produces by this second equity drive will be in overhead expenses the row is raised.
The travel authority condition of period authority is reached, incentive object stipulates according to incentive plan scale counterpoises all right. Conversely, if travel authority condition was not reached, criterion the company plans according to drive, incentive object place wins period right amount of current and feasible right is cancelled.
Outstanding achievement of partial business unit examines a requirement
Incentive object in those days an usance right amount of actual and feasible authority and the link up with of outstanding achievement assessment that its belong to on business unit one year, the travel authority scale of the business unit level that according to the outstanding achievement in finished state of each business unit the setting differs (X) , requirement of assessment of specific outstanding achievement signs according to company and each business unit " agreement of consent of business unit outstanding achievement " carry out.
Individual level performance examines a requirement
Incentive object in those days at the same time the performance with on its individual one year assesses an usance right amount of actual and feasible authority link up with, specific scale assesses a result to decide according to performance of incentive object individual, specific as follows:
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When the company produces afore-mentioned company level outstanding achievement to examine unqualified case, amount of current and feasible right is cancelled; If company level outstanding achievement checks qualification, individual of incentive object counterpoises actually all right in those days quantitative = individual plans a business of right amount × in those days scale of authority of unit level travel (X) scale of authority of × individual travel (Y) .
Incentive object counterpoises actually all right in those days according to the individual the amount counterpoises all right, assess an usance that cannot counterpoise all right in those days to counterpoise, cancel by the company.
(2) restricted stock
① plans the restricted share that award originally, removing be restricted in 3 financial year of carry out period, branch year undertakes performance is assessed, remove in order to achieve what performance assessment target serves as incentive object be restricted to make work condition.
Award restricted stock target of assessment of each year outstanding achievement following watches are shown:
Of restricted stock remove be restricted to make work the condition is reached, incentive object removes according to plan plan certainty ratio be restricted to make work. Conversely, if remove,be restricted to make work the condition was not reached, criterion the company wins restricted share to incentive object place according to this plan current can remove be restricted to make work the amount is counter-purchased cancel.
Business unit outstanding achievement examines a requirement
Incentive object can remove actually in those days the restricted share amount that is restricted to make work and the link up with of outstanding achievement assessment that its belong to on business unit one year, of the business unit level that according to the outstanding achievement in finished state of each business unit the setting differs remove be restricted to make work scale (X) , requirement of assessment of specific outstanding achievement signs according to company and each business unit " agreement of consent of business unit outstanding achievement " carry out.
Individual level performance examines a requirement
Incentive object can remove actually in those days the restricted share amount that is restricted to make work go up with its individual at the same time of one year
Performance assesses link up with, specific remove be restricted to make work scale assesses a result to decide according to performance of incentive object individual, specific as follows:
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When the company produces afore-mentioned company level outstanding achievement to examine unqualified case, current can remove be restricted to make work the amount is cancelled; If company level outstanding achievement checks qualification, individual of incentive object removes actually in those days be restricted to make work quantitative = individual plans to remove in those days be restricted to make work level of unit of quantitative × business removes be restricted to make work scale (X) × individual removes be restricted to make work scale (Y) .
Incentive object removes actually in those days according to the individual be restricted to make work the amount removes be restricted to make work, assessment cannot remove in those days the limitative stock that is restricted to make work,
The basis believes accountant office greatly (special and common partnership) the issued big word that believe careful [5-00149 of 2019] date " audit of Xiamen Annie Inc. reports " , profit of net of partner of common stock of parent company of company vest in was 7552.52 yuan 2018, the about restricted the stock understands lock period the 2nd times requirement solving a lock in achieving this second equity drive to plan program reachs stock period to counterpoise the 2nd times to go the travel authority condition of authority period, the company is counter-purchased to incentive object cancel its to already was obtained partly award but the restricted share that has not see a lock 1, 014, 000, counter-purchase the price to be 5.13 yuan / , and cancel its to already was obtained award but the partial share that has not counterpoise all right period authority 978, 000.
3, this second add up to counter-purchase cancel restricted share 1, 158, 000, cancel stock period to counterpoise 1, 242, 000.
4, this second counter-purchase cancel after finishing, the incentive target total number of incentive plan will be adjusted it is 10, already awarded the restricted share amount that did not see a lock to adjust for 1, 014, 000, already awarded an usance right amount that did not counterpoise all right to adjust for 978, 000.
(2) counter-purchase financing source
Counter-purchased capital all be company own reserves.
3, capital stock structure is fluctuant circumstance
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4, influence that counter-purchases pair of companies
This second counter-purchase cancel item to won't be opposite influence of the financial standing of the company and materiality of operation result generation, the diligence that also won't affect company management group is responsible. Company management group will continue to fulfil working obligation seriously, create value for partner.
5, independent director opinion
Independence thinks after trustee examine and verify: As a result of the company Zhang Wenbin of former incentive boy or girl friend already did not accord with incentive condition because of leaving one's post, company board of directors agrees to counter-purchase cancel its to already was obtained award but all restricted share that has not see a lock 144, 000, and cancel its to already was obtained award but the total share that has not counterpoise all right period authority 264, 000. In view of the company 2018 year outstanding achievement did not obtain solution lock and travel authority condition, the board of directors agrees to be counter-purchased to incentive object cancel its to already was obtained partly award but the restricted share that has not see a lock 1, 014, 000, and cancel its to already was obtained award but the partial share that has not counterpoise all right period authority 978, 000. This second add up to counter-purchase cancel restricted share 1, 158, 000, cancel stock period to counterpoise 1, 242, 000. This second counter-purchase cancel after finishing, the incentive target total number of incentive plan will be adjusted it is 10, already awarded the restricted share amount that did not see a lock to adjust for 1, 014, 000, already awarded an usance right amount that did not counterpoise all right to adjust for 978, 000.
Company this second counter-purchase cancel partial restricted stock and cancel partial share period authority is accorded with " appear on the market company equity drive runs way " , " company rules " the relevant provision in reaching incentive plan, did not damage company and the rights and interests of all partner, won't produce major effect to the management outstanding achievement of the company, the diligence that also won't affect company management group fulfils his duty, performed necessary procedure, agree with a company to counter-purchase cancel partial restricted stock to reach cancel partial share period authority item refers company shareholder plenary meeting to discuss.
6, supervision board opinion
Supervision board thinks after classics examine and verify:
(1) as a result of the company Zhang Wenbin of former incentive boy or girl friend already did not accord with incentive condition because of leaving one's post, company supervision board agrees with a board of directors to counter-purchase cancel its to already was obtained award but all restricted share that has not see a lock 144, 000, and cancel its to already was obtained award but the total share that has not counterpoise all right period authority 264, 000.
(2) as a result of the company 2018 year outstanding achievement did not obtain solution lock and travel authority condition, company supervision board agrees with a board of directors to be counter-purchased to incentive object cancel its to already was obtained partly award but the restricted share that has not see a lock 1, 014, 000, and cancel its to already was obtained award but the partial share that has not counterpoise all right period authority 978, 000.
(3) board of directors this second cancel partial restricted about counter-purchasing stock and cancel partial share the program of period authority accords with relevant provision, lawful and effective.
Supervision board agrees with a board of directors this second add up to counter-purchase cancel restricted share 1, 158, 000, cancel stock period to counterpoise 1, 242, 000.
7, opinion of sex of conclusion of book of lawyer law opinion
Beijing is filled with division (Xiamen) attorney office thinks: The share that install Ni this second counter-purchase cancel partial restricted period authority item already obtained stock, stock to show the approval with necessary phase and accredit, accord with " administrative measure " , " incentive plan (draft) " relevant provision, still need to be discussed via company shareholder plenary meeting through. The company still needs this second counter-purchase item to fulfill follow-up information to disclose obligation, deal with share to cancel according to relevant provision reach decrease register the matters concerned such as capital.
8, for future reference file
1, thirtieth of the 4th board of directors second conference resolution;
2, the 4th supervision board resolution of the 24th conference;
3, independent director about thirtieth of the 4th board of directors second conference is relevant the independent opinion of item;
4, Beijing is filled with division (Xiamen) attorney office installs Ni Inc. about Xiamen stock period authority and restricted stock drive planned to counter-purchase the legal opinion book that cancels advantageous position of partial restricted stock, stock period 2017.
Hereby announcement!
Xiamen installs Ni Inc. board of directors
On May 20, 2019
