The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and shall bear individual and joint liability for the authenticity, accuracy and completeness of the contents.
Important content:
● number of stocks unlocked this time: 2,478,264 shares
● The listing time of the unlocked stock: July 29, 2019
I. Approval and implementation of restricted stocks in equity incentive plan
(I) Restricted stock incentive plan and implementation procedures in 2017
1. On May 8, 2017, the fifth meeting of the second board of directors of the company deliberated and passed the "proposal on", proposals such as "the proposal on" and "the proposal on requesting the shareholders' meeting of oupai home furnishing Group Co., Ltd. to authorize the board of directors of the company to handle matters related to the equity incentive plan.
On the same day, the fourth meeting of the second board of supervisors deliberated and passed the "proposal on", "proposal on" and other proposals.
On may 9, 2017, the company disclosed the restricted stock incentive plan for european household in 2017 (hereinafter referred to as "incentive plan") on the website of shanghai stock exchange (www.sse.com.cn), it is proposed to grant 5.861292 million restricted shares to 895 incentive objects, and the type of the underlying stock involved is A- share common stock, accounting for of the total 415.091112 million shares of the company's share capital at the announcement of this incentive plan. Among them, 5.861292 million shares were granted for the first time, accounting for% of the company's total share capital at the time of announcement of this incentive plan, without reservation.
2. On June 20, 2017, the Second Extraordinary Shareholders' Meeting of the company in 2017 deliberated and passed the "proposal on", proposals such as "the proposal on" and "the proposal on requesting the shareholders' meeting of oupai home furnishing Group Co., Ltd. to authorize the board of directors of the company to handle matters related to the equity incentive plan.
3. On june 30, 2017, the seventh meeting of the second board of directors of the company deliberated and approved the proposal on adjusting the list of incentive objects and the number of awards of the company's restricted stock incentive plan in 2017. The proposal on granting restricted shares to incentive objects and other proposals agreed to grant 5.505352 million restricted shares to 835 incentive objects on June 30, 2017 as the granting date, the grant price is RMB 55.18 per share, and the stock source is the company's A- share common stock issued by the company to the incentive object.
On the same day, the fifth meeting of the second board of supervisors deliberated and passed the proposal on adjusting the list of incentive objects and the number of awards of the company's restricted stock incentive plan in 2017. "Proposal on granting restricted stocks to incentive objects", "proposal on verifying companies" and other proposals.
4. On July 27, 2017, the company completed the registration procedures of the above restricted stocks, Shanghai branch of China Securities Depository and Clearing Co., Ltd (hereinafter referred to as "Zhongdeng Company") issued the certificate of securities change registration.
5. On March 30, 2018, the 12th meeting of the second board of directors of the company, the eighth meeting of the second board of supervisors deliberated and passed the "proposal on repurchase and cancellation of some incentive objects that have been granted but have not unlocked restricted stocks", because 48 people such as liang xiu, the incentive object, have resigned, the company decided to buy back and cancel the total 313,010 restricted shares of the above-mentioned resignation incentive object that have been granted but have not yet been released with the granting price of 55.18 yuan per share.
On june 26, 2018, the company received the confirmation of transfer registration issued by zhongdeng company. The above-mentioned 313,010 restricted shares have been transferred to the special securities account for the company to repurchase, and were canceled on june 27, 2018.
6. On August 22, 2018, the 16th meeting of the second board of directors of the company, the 12th meeting of the second board of supervisors deliberated and approved the proposal on adjusting the repurchase price of restricted stocks in the company's restricted stock incentive plan in 2017 and the proposal on repurchase and cancellation of some incentive objects that have been granted but have not yet unlocked restricted stocks. The bill, due to the implementation of the equity distribution plan of 1.00 yuan (including tax) of cash dividends per share in 2017, the company has completed the implementation of the profit distribution plan on July 12, 2018. According to the restricted stock incentive plan of the company in 2017, the repurchase price of restricted stocks is adjusted. After adjustment, the repurchase price of restricted stocks is adjusted from 55.18 yuan/share to 54.18 yuan/share. At the same time, according to the relevant provisions of chapter iv and chapter vii of the incentive plan, 33 incentive objects such as liu huiqing no longer meet the incentive conditions of the incentive plan, it is agreed that the company will cancel 91,903 restricted shares that have been granted to the above incentive object but have not yet lifted the restriction at the repurchase price of 54.18 yuan/share.
On the same day, the above-mentioned meeting also deliberated and passed the "proposal on the achievement of the first phase of lifting the restricted stock conditions granted by the company's restricted stock incentive plan in 2017", it is agreed that according to the relevant provisions of the company's restricted stock incentive plan of 2017, the company will go through the procedures for lifting the restricted stock for a total of 2,600,789 restricted stocks of 797 incentive objects that meet the conditions for lifting the restricted sale in the first phase.
On August 31, 2018, a total of 2,600,789 restricted stocks of the above 797 incentive objects were listed and circulated.
On January 24, 2019, the company received the confirmation of transfer registration issued by Zhongdeng company. A total of 91,903 restricted shares of 33 incentive objects, including Liu Huiqing, have been transferred to the special securities account for the company to repurchase, and canceled on January 25, 2019.
7. On April 8, 2019, the 22nd meeting of the second board of directors of the company, the 18th meeting of the second board of supervisors deliberated and approved the proposal on repurchase and cancellation of restricted stocks that have been granted but have not been unlocked by some incentive objects and the proposal on adjusting the restricted stock incentive plan of the company in 2017 restricted stock repurchase price bill, it is agreed that the company will repurchase and cancel the total 21,386 restricted shares of 8 incentive objects, such as Zhao Zhenhuai, which have been granted but have not been lifted.
(Ii) the granting of previous restricted stocks
■
(Iii) unlocking of previous restricted stocks
■
II. Conditions for unlocking restricted stocks in equity incentive plans
The unlocking of restricted stocks of this incentive object meets various unlocking conditions stipulated in the incentive plan for restricted stocks in 2017.
■
■
III. Unlock the stock of the incentive object
Unit: Shares
■
Note: 1. The company's restricted stock incentive plan for 2017 grants 5,505,352 restricted stocks. Due to the resignation of some incentive objects, the company respectively issued on June 27, 2018, restricted stock repurchase cancellation was implemented on January 25, 2019. As of the date of this announcement, the cumulative Repurchase and cancellation of restricted shares totaled 404,913 shares. Therefore, the total number of restricted stocks granted by the company's restrictive incentive plan in 2017 was changed to 5,100,439 shares.
2. On August 31, 2018, the first phase of restricted stocks in the incentive plan for restricted stocks in 2017 unlocked 2,600,789 shares in total.
3. As of the date of this announcement, the total number of restricted stocks that have been granted but have not been unlocked in this incentive plan is 2,499,650, in view of the fact that the repurchase and cancellation of 21,386 restricted stocks has not been completed by 8 people, such as zhao zhenhuai, who has resigned from the company, has planned to unlock a total of 2,478,264 restricted stocks this time.
IV. The circulation arrangement of the unlocked restricted stocks and the changes of the equity structure
(1) the listed circulation date of the unlocked restricted stock is July 29, 2019.
(2) the number of restricted stocks unlocked this time is 2,478,264 shares.
(Iii) lock and transfer restrictions of restricted stocks unlocked by directors and senior executives
The incentive targets determined by the company's restricted stock incentive plan do not include independent directors and supervisors of the company. The restrictions on the sale of restricted stocks after unlocking and listing are implemented in accordance with the company law, securities law and other relevant laws, regulations, normative documents and the Articles of Association of the company, as follows:
1. If the incentive object is directors and senior managers of the company, the shares transferred each year during the term of office shall not exceed 25% of the total shares held by the company.
2. If the incentive target is company directors and senior managers, sell the company's shares within 6 months after buying, or buy again within 6 months after selling, the income thus obtained belongs to the company, and the board of directors of the company will recover its income.
3. If the incentive object is company directors and senior management personnel, the transfer shall also comply with the company law, securities law, China Securities Regulatory Commission shareholders of listed companies, several provisions of Dong Jian's reduction of shares, listing rules of Shanghai Stock Exchange, shareholders, directors, supervisors of listed companies in Shanghai Stock Exchange, the detailed rules for the implementation of the reduction of shares by senior managers and other relevant provisions.
(Iv) changes in the company's share capital structure after this restricted stock is unlocked
■
V. Opinions of independent directors
The independent directors of the company expressed the following independent opinions:
(1) the company implements the restricted stock incentive plan strictly in accordance with the company law, the measures for the administration of equity incentive of listed companies and other laws and regulations and the relevant provisions of the restricted stock incentive plan of 2017;
(2) the unlocking of restricted stocks of this incentive object meets various unlocking conditions stipulated in the incentive plan for restricted stocks in 2017;
(3) the unlocking arrangement of the company's restricted stock incentive plan for each incentive object does not violate the provisions of relevant laws and regulations, and this unlocking does not harm the interests of the company and small and medium shareholders.
To sum up, we agree that the company will handle the unlocking procedures for 2,478,264 restricted stocks in the second unlocking period of 747 incentive objects in the restricted stock incentive plan in 2017 in accordance with relevant regulations.
VI. Opinions of the Board of Supervisors
The board of supervisors checked the 747 incentive objects to be unlocked in the second unlocking period of the company's restricted stock incentive plan for 2017, and after verification, they expressed the following opinions:
Confirm that the above-mentioned incentive objects conform to the "measures for the administration of equity incentive of listed companies", "Restricted stock incentive plan of the company in 2017" and other relevant provisions, and the subject qualification is legal and effective, in accordance with the relevant unlocking conditions of the second unlocking period, the company agrees to handle the unlocking procedures for 2,478,264 restricted stocks in the second unlocking period of 747 incentive objects in accordance with relevant regulations.
VII. Concluding comments on legal opinions
According to the legal opinion of guangdong xinda law firm on matters related to unlocking the second phase of restricted stock granted for the first time by the restricted stock incentive plan of oupai home furnishing group co., ltd., the lawyer of xinda expressed the following opinions:
The unlocking has obtained the necessary approval and authorization at this stage. The unlocking conditions of this unlocking have been achieved and conform to relevant laws, regulations, normative documents, articles of association, relevant Provisions of restricted stock incentive plan.
VIII. Attachment of online announcement
(I) independent opinions of independent directors on relevant proposals of the 25th meeting of the second board of directors of the company
(Ii) inspection opinions of the Board of Supervisors of the company on unlocking restricted stocks during the second unlocking period of the incentive plan for restricted stocks in 2017
(Iii) legal opinion of guangdong xinda law firm on matters related to unlocking the second phase of restricted stock granted for the first time by the restricted stock incentive plan of oupai home furnishing group co., ltd.
Hereby announce.
Oupai home furnishing Group Co., Ltd.
Board of Directors
July 23, 2019
