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Joint Stock Issuance (002394): Partial Cancellation Of Restricted Shares Under The Incentive Plan For Restricted Shares In 2018 Was Completed

2020/8/6 13:13:00 4

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Lianfa Shares Textile Stocks The Latest Announcement

Stock Code: 002394 stock abbreviation: Lianfa Announcement No.: lf2020-040

Announcement of Jiangsu Lianfa Textile Co., Ltd. on the completion of partial cancellation of restricted shares in the incentive plan of restricted stock in 2018

The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.

Special tips:

1. Jiangsu Lianfa Textile Co., Ltd. (hereinafter referred to as "the company") cancelled 3884400 restricted shares granted by the incentive plan of restricted shares in 2018, accounting for 1.1538% of the company's total capital stock of 336648000 shares before the repurchase cancellation. The repurchase price is 4.94 yuan / share plus the bank deposit interest in the same period, involving a total of 9 incentive objects.

2. On August 4, 2020, the company completed the procedures of repurchase and cancellation of restricted shares in Shenzhen Branch of China securities registration and Clearing Co., Ltd. (hereinafter referred to as "the clearing company").

3. After the completion of the repurchase cancellation, the total share capital of the company was changed from 336648000 shares to 332763600 shares.

The 16th meeting of the 4th board of directors and the 13th meeting of the 4th board of supervisors held by Jiangsu Lianfa Textile Co., Ltd. on April 21, 2020, and the 2019 annual general meeting of shareholders held on May 13, 2020, deliberated and passed the proposal on repurchase and cancellation of some restricted stocks in the incentive plan for restricted shares in 2018. In addition to the restricted stock repurchase plan (hereinafter referred to as the first restricted stock repurchase plan of the company in 2018), the company's restricted stock repurchase plan (hereinafter referred to as "the company's restricted stock repurchase plan for the first period of 2018") is not satisfied, 400 shares, accounting for 30% of the total shares of the restricted stock incentive plan and the total share capital of the company

1538%, the repurchase price is 4.94 yuan / share plus the bank deposit interest in the same period, and the fund source is the company's own funds.

As of the date of this announcement, the company has completed the procedures of repurchase and cancellation of restricted shares in the clearing company. The relevant matters are explained as follows:

1、 The company's restricted stock incentive plan in 2018

1. On December 1, 2018, the company held the eighth meeting of the Fourth Board of directors and the seventh meeting of the Fourth Board of supervisors, deliberated and passed the motion on the limited stock incentive plan (Draft) and its summary of Jiangsu Lianfa Textile Co., Ltd. in 2018. The independent directors and the board of supervisors of the company discussed whether the incentive plan is conducive to the sustainable development of the company and whether it exists The independent financial consultant and lawyer respectively expressed their opinions on the situation that obviously damaged the interests of the company and all shareholders.

2. From December 3, 2018 to December 12, 2018, the company publicized the list of incentive objects of the incentive plan on http://www.cninfo.com.cn and the company's official website. During the publicity period, the board of supervisors of the company did not receive any objection. After the expiration of the publicity period, the board of supervisors held the eighth meeting of the Fourth Board of supervisors on December 13, 2018 to check the list of incentive objects granted and explain the publicity situation.

3. On December 18, 2018, the company held the second extraordinary general meeting of shareholders in 2018, which deliberated and passed the motion on the company's 2018 restricted stock incentive plan (Draft) and its summary, and conducted self-examination on the trading of the company's stocks by insiders of the incentive plan. No insider was found to have used insider information to buy or sell the company's shares Behavior.

4. On January 17, 2019, the company held the ninth meeting of the Fourth Board of directors and the ninth meeting of the Fourth Board of supervisors, deliberated and passed the proposal on granting restricted shares to incentive objects. The independent directors and the board of supervisors of the company have expressed clear agreement on the matter. The board of supervisors verified the list of incentive objects granted with restricted shares this time. The independent financial adviser and lawyer respectively expressed relevant opinions.

5. On January 28, 2019, the company completed the grant registration of restricted shares and disclosed the announcement on the completion of the grant of incentive plan for restricted stock in 2018. The actual number of incentive objects granted was 9, the number of restricted shares granted was 12.948 million, and the listing date of restricted stock was January 29, 2019.

6. On April 21, 2020, the company held the 16th meeting of the 4th board of directors and the 13th meeting of the 4th board of supervisors, deliberated and passed the proposal on repurchase and cancellation of some restricted stocks in the incentive plan for restricted stocks in 2018, and agreed to repurchase and cancel 3884 restricted stocks involved in the first release period of the incentive plan for restricted shares in 2018, The independent directors of the company expressed independent opinions on the cancellation of the repurchase, and the board of supervisors issued verification opinions on the cancellation of the repurchase.

7. On May 13, 2020, the company held the 2019 annual general meeting of shareholders, which deliberated and approved the regulations on

Proposal on repurchase and cancellation of some restricted stocks in the incentive plan for restricted shares in 2018.

2、 The reason, quantity, price and capital source of repurchase cancellation

1. Reasons for repurchase cancellation

The company's 2018 restricted stock incentive plan stipulates that in the fiscal year from 2019 to 2021, the company's performance indicators will be evaluated annually, with the achievement of the performance evaluation target as one of the conditions for the lifting of the sales restriction in the current year. If the company's current performance level fails to meet the performance evaluation target conditions during each lifting period, all the restricted stocks that can be released from the sales restriction in the corresponding assessment year of the incentive objects shall not be released from the sales restriction, and the company shall repurchase and cancel the shares according to the grant price plus the bank deposit interest in the same period. The company's performance appraisal objectives and unlocking proportion determined in the restricted stock incentive plan in 2018 are as follows:

Lifting the sales restriction period	Company level performance appraisal objectives	Proportion of sales restriction lifted
The first lifting period	The company needs to meet the following two conditions at the same time: 1. The return on net assets in 2019 shall not be less than 12% or 1.5 times of the average level of Listed Companies in the same industry; 2. Based on the operating revenue in 2018, the growth rate of operating income in 2019 shall not be less than 5%.	30%
The second lifting period	The company shall meet the following two conditions at the same time: 1. The return on net assets in 2020 shall not be less than 12% or 1.5 times of the average level of Listed Companies in the same industry; 2. Based on the operating revenue in 2018, the growth rate of operating income in 2020 shall not be less than 10%.	30%
The third lifting period	The company shall meet the following two conditions at the same time: 1. The return on net assets in 2021 shall not be lower than 12% or 1.5 times of the average level of Listed Companies in the same industry; 2. Taking the operating revenue in 2018 as the base, the growth rate of operating income in 2021 shall not be less than 15%.	40%

According to the audit report (DAH Shen Zi [2020] No. 001585) issued by Dahua accounting firm (special general partnership), the company's operating income in 2019 was 3910.5273 million yuan, a year-on-year decrease of 6.19%, which failed to meet the performance evaluation conditions of the company level in the first release period of sales restriction stipulated in the incentive plan. According to the regulations, in the first release period, all the restricted stocks granted to the incentive objects in the corresponding assessment year but not yet lifted shall not be released from the sales restriction. The company shall repurchase and cancel the restricted stocks according to the incentive plan according to the grant price plus the bank deposit interest in the same period.

2. Repurchase quantity

The total number of restricted shares cancelled in this repurchase is 3884400 shares, accounting for 1.1538% of the total share capital of the company.

There are 9 incentive objects involved in the repurchase and cancellation of restricted stocks due to the failure to meet the conditions for the first lifting of the sales restriction period. The list is as follows:

full name	post	Number of restricted shares granted (10000 shares)	Number of restricted shares cancelled in this repurchase (10000 shares)	Number of remaining restricted stocks (10000 shares)
Xue Qinglong	chairman	six hundred and forty-seven point four zero	one hundred and ninety-four point two two	four hundred and fifty-three point one eight
Yu Yongjun	Director and general manager	two hundred and fifty-eight point nine six	seventy-seven point six nine	one hundred and eighty-one point two seven
Huanggen Changgen	director	sixty-three	eighteen point nine zero	forty-four point one zero
Yu Yinjun	director	sixty-three	eighteen point nine zero	forty-four point one zero
Wang Zhu	Chief financial officer	fifty-two point four nine	fifteen point seven five	thirty-six point seven four
Tang Wenjun	Vice General Manager	fifty-two point four nine	fifteen point seven five	thirty-six point seven four
Pan Zhigang	General manager and Deputy Secretary	fifty-two point four eight	fifteen point seven four	thirty-six point seven four
Person in charge of major subsidiaries (2 in total)		one hundred and four point nine eight	thirty-one point four nine	seventy-three point four nine
total		1,294.80	three hundred and eighty-eight point four four	nine hundred and six point three six

Note: if there is any difference in the mantissa between the sum of part of the total and the sum of the detailed figures, it is due to the rounding of the above percentage results, the same below.

3. The price and capital source of repurchase

In the same period, the restricted interest of the company shall not be released according to the performance appraisal of the company in the same period.

In addition, according to the relevant provisions of the incentive plan, the repurchase price will not be adjusted if the company pays dividends. The grant price of restricted shares in the incentive plan of the company is 4.94 yuan / share, so the repurchase price is 4.94 yuan / share plus the bank deposit interest in the same period.

The source of repurchase funds is its own funds.

4. Capital verification

Dahua Certified Public Accountants (special general partnership) issued a capital verification report (dahyz [2020] No. 000242) on June 12, 2020, which examined the reduction of registered capital and share capital of the company as of May 29, 2020.

5. Completion of this repurchase cancellation

The above-mentioned repurchase of shares was approved by the company on April 2020, and the application for cancellation was completed in August 2020.

3、 Changes in the company's share capital structure after the completion of this repurchase and cancellation of restricted shares, the total number of shares of the company has changed from 336648000 to 332763600.

category	Before this change		This increase (share)	After this change
category	Quantity (share)	Proportion (%)	This increase (share)	Number of shares	Proportion (%)
1、 Restricted shares	13,930,269	4.14%	-3,884,400	10,045,869	3.02%
Initial restricted shares	zero	0%	zero	zero	0%
Equity incentive restricted shares	12,948,000	3.85%	-3,884,400	9,063,600	2.72%
Executive lock-in shares	982,269	0.29%	zero	982,269	0.30%
2、 Shares without restrictions on sale	322,717,731	95.86%	zero	322,717,731	96.98%
3、 Total number of shares	336,648,000	100%	-3,884,400	332,763,600	100%

4、 The impact of this repurchase cancellation on the company

This buyback cancellation will not affect the implementation of the company's restricted stock incentive plan in 2018, will not have a substantial impact on the company's financial situation and operating performance, will not lead to changes in the company's controlling shareholders and actual controllers, the company's equity distribution still meets the listing conditions, and the company's management team will continue to earnestly perform its duties to create maximum value for shareholders.

5、 Others

There are some mistakes in the legal opinion of Beijing Times Jiuhe law firm on repurchase and cancellation of some restricted stocks in the incentive plan of Jiangsu Lianfa Textile Co., Ltd. announced by the company on April 23, 2020. It is hereby corrected that "the total number of people actually granted the restricted shares this time is 9, and the stocks granted are 9 The total number of shares is 12.948 million, and the grant price is 4.63 yuan / share "is revised to" the total number of people actually granted this time is 9 people, the total number of shares granted is 12.948 million shares, and the grant price is 4.94 yuan per share ". The Company Apologizes for the inconvenience caused by the above mistakes to investors, and the company will learn a lesson and strengthen the review of documents in the future work.

It is hereby announced.

Board of directors of Jiangsu Lianfa Textile Co., Ltd

August 5, 2002