Securities code: 600252 securities abbreviation: Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) No.: pro 2022-6 Guangxi Wuzhou Zhongheng Group Co.Ltd(600252)
Announcement on matters related to the adjustment of the restricted stock incentive plan in 2021
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 bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
● number of incentive objects granted for the first time: adjusted from 250 to 218
● number of First grants: adjusted from 43.08 million shares to 36.375 million shares
On January 27, 2022, the 35th meeting of the ninth board of directors and the 20th meeting of the ninth board of supervisors of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) (hereinafter referred to as “the company” or ” Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) “) deliberated and adopted the proposal on adjusting the incentive plan of restricted stocks in 2021. The relevant matters are described as follows:
1、 Decision making procedures and information disclosure performed
1. September 24, 2021, The 30th meeting of the ninth board of directors of the company deliberated and approved the proposal of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) on and its summary, the proposal of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) on formulating < Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) 2021 restricted stock incentive plan implementation assessment management measures, and the proposal of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) The independent directors of the company expressed independent opinions on relevant matters, such as the proposal to the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle matters related to the company's restricted stock incentive plan in 2021.
On the same day, The 16th meeting of the 9th board of supervisors of the company deliberated and approved the proposal on Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) 2021 restricted stock incentive plan (Draft) > and its summary, the proposal on Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) formulating the measures for the assessment and management of the implementation of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) 2021 restricted stock incentive plan, and the proposal on verifying the list of incentive objects of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) 2021 restricted stock incentive plan The board of supervisors issued verification opinions on relevant matters.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on September 25, 2021 Relevant announcements of disclosure.
2. On October 28, 2021, the 31st meeting of the ninth board of directors and the 17th meeting of the ninth board of supervisors deliberated and adopted the proposal on formulating the management measures for equity incentive of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) and other proposals, and the independent directors of the company expressed their independent opinions on relevant matters.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on October 30, 2021 Relevant announcements of disclosure.
3. On November 23, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement on the approval of the company’s 2021 restricted stock incentive plan by Guangxi SASAC (Announcement No.: pro 2021-89) and the reply of Guangxi SASAC on agreeing to Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) implement the restricted stock incentive plan (GUI Guo Zi Fu [2021] No. 233) received by the company by the state owned assets supervision and Administration Commission of the people’s Government of Guangxi Zhuang Autonomous Region were disclosed, In principle, the company is approved to implement the restricted stock incentive plan. 4. On November 24, 2021, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement on the public solicitation of entrusted voting rights by independent directors (Announcement No.: p.2021-95) was disclosed on the. According to the entrustment of other independent directors of the company, Mr. Li Junhua, the independent director, as the soliciter, solicited the entrusted voting rights from all shareholders of the company on the proposals related to the incentive plan considered at the fourth extraordinary general meeting of shareholders in 2021.
5. From September 27, 2021 to October 7, 2021, the company publicized the names and positions of the incentive objects of the incentive plan internally. During the publicity period, the company has not received any objection from any individual to the incentive object. On November 30, 2021, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) The disclosure of the announcement and review opinions of the Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2021 (Announcement No.: pro 2021-98).
6. The company has taken sufficient and necessary confidentiality measures for the restricted stock incentive plan in 2021, registered the insiders of the incentive plan, and conducted self-examination on the trading of the company’s shares by the insiders of the incentive plan within 6 months before the first announcement of the draft incentive plan. There is no trading with inside information. On December 9, 2021, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) The self inspection report on the trading of the company’s shares by insiders of the company’s restricted stock incentive plan in 2021 (Announcement No.: p.2021-108) was disclosed on the.
7. On December 8, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) on and its summary, and the proposal of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) on formulating < Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) 2021 years
Proposal on the implementation and assessment management measures of institutional stock incentive plan Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) on the formulation of Guangxi Wuzhou Zhongheng
Proposal on submitting to the general meeting of shareholders for authorization
Proposal of the board of directors and its authorized persons to fully handle matters related to the company’s restricted stock incentive plan in 2021
And so on.
8. On January 27, 2022, the 35th meeting of the ninth board of directors and the second meeting of the ninth board of supervisors of the company
The 10th meeting deliberated and adopted the Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) notice on adjusting matters related to the incentive plan of restricted shares in 2021
Proposal and Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) proposal on granting restricted shares to incentive objects for the first time. Given that 36 people
The incentive object voluntarily abandons all or part of the restricted shares to be granted to it due to resignation or personal reasons
Authorized by the fourth extraordinary general meeting of shareholders in 2021, the board of directors granted the incentive plan for the first time
Adjust the list of incentive objects and the number of incentives; The board of directors of the company believes that the first grant of restricted shares in 2021 is in accordance with Article
The first award date is January 27, 2022, and 218 eligible employees will be encouraged
The object granted 36.375 million restricted shares at a price of 1.76 yuan / share. The independent directors of the company
The board of supervisors verified the relevant matters and issued verification opinions.
2、 The list of incentive objects and the adjustment of the number of restricted shares granted for the first time
Whereas Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) 2021 restricted stock incentive plan (Draft)
(hereinafter referred to as “incentive plan (Draft)”) 36 incentive objects determined due to resignation or personal injury
Reasons: the company voluntarily gave up all or part of the restricted shares to be granted to it, totaling 6.705 million shares
After, the number of incentive objects granted for the first time was adjusted from 250 to 218, and the number of restricted shares granted for the first time was adjusted from
43.08 million shares were adjusted to 36.375 million shares, and the number of reserved restricted shares was adjusted from 6.818443 million shares
The total is 9093750 shares. The list and distribution of incentive objects granted for the first time after adjustment are as follows:
Name and position proportion of restricted shares granted to the total amount of restricted shares granted to the current total share capital (10000 shares) (%)
Zhong min executive deputy general manager 80.0000 1.76 0.0230
Liang Jiansheng, deputy secretary of the Party committee, director and chairman of the trade union 80.0000 1.76 0.0230
Chen Ming, member of the Party committee and deputy general manager 80.0000 1.76 0.0230
Peng Weimin, deputy general manager 80.0000 1.76 0.0230
Yi wanwei, financial director and chief financial officer: 80.0000 1.76 0.0230
Li Lin, member of the Party committee and Secretary of the Discipline Inspection Commission, 80.0000 1.76 0.0230
Middle managers (52 in total) 1570.0000 34.53 0.4518
Other core backbone (160 persons in total) 1587.5000 34.91 0.4568
Reserved shares 909.3750 20.00 0.2617
Total (218 persons granted for the first time) 4546.8750 100.00 1.3083
Note: in addition to the above adjustment contents, other contents of the incentive plan implemented this time are the same as the fourth temporary share of the company in 2021
The incentive plan (Draft) deliberated and adopted by the eastern conference is consistent. According to the authorization of the fourth extraordinary general meeting of shareholders in 2021, this adjustment does not need to be submitted to the general meeting of shareholders for deliberation.
The shares not granted in this restricted stock incentive shall be adjusted to the reserved shares, but the total number of reserved shares shall not exceed 20% of the total number of shares in this incentive plan. The excess part shall be disposed of by the company in accordance with the provisions of laws and regulations and go through relevant procedures.
3、 Impact of this adjustment on the company
The company’s adjustment of the list of incentive objects and the number of incentives granted for the first time in the incentive plan will not have a material impact on the company’s financial status and operating results.
4、 Opinions of independent directors
The company’s adjustment of the list of incentive objects granted for the first time and the number of shares granted and reserved for the first time in the 2021 restricted stock incentive plan complies with the relevant provisions on the adjustment of incentive plan in the company law, securities law, administrative measures and other laws, regulations and normative documents, as well as the incentive plan (Draft). The content of this adjustment is within the scope authorized by the fourth extraordinary general meeting of shareholders in 2021 to the board of directors of the company. The adjustment procedure is legal and compliant, and there is no damage to the interests of the company and shareholders. The adjusted incentive object is not prohibited from being granted restricted shares, and the subject qualification of the incentive object is legal and effective.
In conclusion, all independent directors unanimously agree that the company will adjust the list of incentive objects granted for the first time and the number of grants granted for the first time and reserved in the restricted stock incentive plan in 2021.
5、 Opinions of the board of supervisors
In view of the fact that 36 incentive objects in the company’s incentive plan voluntarily give up subscribing for all or part of the restricted shares to be granted to them due to personal reasons, according to the authorization of the fourth extraordinary general meeting of shareholders in 2021, the company plans to adjust the name list of incentive objects, the number of shares granted and reserved for the first time in this incentive plan.
After this adjustment, the number of incentive objects of restricted shares granted for the first time in the company’s incentive plan was adjusted from 250 to 218, the number of restricted shares granted for the first time was adjusted from 43.08 million shares to 36.375 million shares, and the number of reserved restricted shares was adjusted from 6.818443 million shares to 9.09375 million shares.
In addition to the above adjustments, the incentive plan of the company is consistent with the incentive plan (Draft) deliberated and approved by the fourth extraordinary general meeting of shareholders in 2021.
To sum up, the board of supervisors believes that this adjustment is in line with the relevant provisions of the management measures and the incentive plan (Draft), the basic information of the incentive objects granted after the adjustment is true, all meet the conditions of the incentive objects specified in relevant laws, regulations and the incentive plan (draft), and the subject qualification of the incentive objects is legal and effective, There is no situation that damages the interests of shareholders of the company. The board of supervisors agreed to adjust 2021
