Securities code: 600252 securities abbreviation: Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) No.: pro 2022-7 Guangxi Wuzhou Zhongheng Group Co.Ltd(600252)
Announcement on granting restricted shares to incentive objects for the first time
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:
First grant date of restricted shares: January 27, 2022
Number of restricted shares granted for the first time: 36.375 million shares
Initial grant price of restricted stock: 1.76 yuan / share
According to the provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures"), the Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan (Draft)") and the authorization of the fourth extraordinary general meeting of shareholders of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) (hereinafter referred to as " Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) " or "the company") in 2021, The board of directors of the company considered that the conditions for the first grant of restricted shares in 2021 had been met. On January 27, 2022, the company held the 35th meeting of the ninth board of directors and the 20th meeting of the ninth board of supervisors, The proposal of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) on adjusting the incentive plan of restricted shares in 2021 and the proposal of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) on granting restricted shares to incentive objects for the first time were reviewed and approved. It was determined that 36375000 restricted shares would be granted to 218 eligible incentive objects on January 27, 2022, with the grant price of 1.76 yuan / share. The relevant matters are explained as follows:
1、 Restricted stock grants
(I) implemented decision-making procedures and information disclosure
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, The Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) proposal on and its summary, Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) proposal on formulating < Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) 2021 restricted stock incentive plan implementation assessment management measures, Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) proposal on formulating < Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) equity incentive management measures, Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) Proposal on requesting 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, etc.
8. On January 27, 2022, the 35th meeting of the ninth board of directors and the 20th meeting of the ninth board of supervisors deliberated and adopted the proposal on adjusting the incentive plan of restricted stocks in 2021 and the proposal on granting restricted stocks to incentive objects for the first time. Since 36 incentive objects voluntarily give up all or part of the restricted shares to be granted to them due to resignation or personal reasons, the board of directors of the company will adjust the list of incentive objects and the number of incentives granted for the first time in the incentive plan according to the authorization of the fourth extraordinary general meeting of shareholders of the company in 2021; The board of directors of the company considered that the conditions for the first grant of restricted shares in 2021 had been met, and decided to grant 36.375 million restricted shares to 218 eligible incentive objects on January 27, 2022, with the grant price of 1.76 yuan / share. The independent directors of the company expressed their independent opinions on relevant matters, The board of supervisors checked relevant matters and issued verification opinions.
(II) differences between the incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders
Whereas the 36 incentive objects identified in the incentive plan (Draft) voluntarily give up all or part of the restricted shares to be granted to them due to resignation or personal reasons, with a total of 6.705 million shares. According to the authorization of the company's fourth extraordinary general meeting in 2021, the board of directors adjusted the list of incentive objects and the number of grants of the company's restricted stock incentive plan in 2021. After this adjustment, 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 to 36.375 million shares, The number of reserved restricted shares was adjusted from 6818443 to 9093750.
In addition to the above adjustments, other contents of the incentive plan implemented this time are consistent with the incentive plan (Draft) deliberated and approved by the fourth extraordinary general meeting of shareholders of the company in 2021. According to the authorization of the general meeting of shareholders, this adjustment does not need to be submitted to the general meeting of shareholders for deliberation.
(III) statement of the board of directors on meeting the grant conditions
According to the provisions on grant conditions in the incentive plan, the company grants restricted shares to the incentive object only when the following conditions are met at the same time:
1. Legal conditions for the grant of restricted shares
(1) The company is not under any of the following circumstances:
① The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
② The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
③ Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
④ Equity incentive is not allowed according to laws and regulations;
⑤ Other circumstances recognized by the CSRC.
(2) The incentive object does not have any of the following situations:
① Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
② In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
③ Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
④ Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
⑤ Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
⑥ Other circumstances recognized by the CSRC.
(3) The incentive object complies with the provisions of Article 35 of the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic), and the incentive object does not have any of the following circumstances:
① Violating the relevant laws and regulations of the state and the articles of association of listed companies;
② During his term of office, he caused losses to the listed company due to illegal and disciplinary acts such as taking bribes, asking for bribes, embezzlement and theft, divulging the operation and technical secrets of the listed company, implementing related party transactions, damaging the interests and reputation of the listed company and having a significant negative impact on the image of the listed company.
2. Performance conditions of restricted stock grant
The basic earnings per share in 2020 shall not be less than 0.1600 yuan / share; The net profit after deducting non recurring profits and losses is not negative; The proportion of operating profit in total profit shall not be less than 107%.
After careful verification, the board of directors of the company believes that the company and its incentive objects do not have the situation that restricted shares cannot be granted as stipulated in the incentive plan and relevant laws and regulations, and the incentive objects to be granted restricted shares meet the conditions for granting restricted shares as stipulated in the incentive plan; The company has met the performance conditions for the grant of restricted shares, and the conditions for the grant of restricted shares in this incentive plan have been achieved. It is agreed to grant 36.375 million restricted shares to 218 incentive objects.
(IV) specific conditions of the first grant
1. Grant date: January 27, 2022
2. Number of shares granted: 36.375 million shares
3. Number of persons granted: 218
4. Grant price: 1.76 yuan / share
5. Source of restricted stock: the company repurchases Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) A shares of common stock from the secondary market.
6. The period of validity, the period of restriction on sale, the period of lifting the restriction on sale and the provisions on the prohibition of sale of restricted shares
(1) Validity period of restricted shares
The maximum period of this incentive plan shall not exceed 72 months from the date when the registration of the grant of restricted shares granted to the incentive object is completed to the date when the restricted shares granted to the incentive object are lifted or repurchased and cancelled.
(2) Restricted period of restricted shares
The incentive object shall be restricted to sale within 24 months, 36 months and 48 months from the date of completion of registration of the granted restricted shares. The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used for guarantee or debt repayment before the restriction is lifted.
The restricted shares granted to the incentive object will enjoy the rights of their shares after being registered and transferred by the registration and Clearing Company, including but not limited to the dividend rights, allotment rights, voting rights, etc. However, during the restricted sale period, the shares obtained by the incentive object due to the conversion of the granted restricted shares into share capital, stock dividends and stock subdivision of the capital reserve shall be restricted at the same time, and shall not be sold in the secondary market or transferred in other ways. The release period of such shares is the same as the release period of restricted shares. If the company repurchases the restricted shares that have not been lifted, such shares will be repurchased together.
Before the restriction is lifted, the cash dividends obtained by the incentive object due to the restricted shares granted shall be managed by the company as dividends payable and paid to the incentive object when the restriction is lifted; If the restriction on sale cannot be lifted according to this incentive plan, the dividend corresponding to the restricted shares that cannot be lifted shall be recovered by the company.
After the expiration of the restriction, the company will handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction. The restricted shares held by the incentive objects who do not meet the conditions for lifting the restriction will be repurchased and cancelled by the company.
(3) Restricted stock release period
The release period of restricted shares in this incentive plan and the release schedule of each period are shown in the table below:
Lifting of restrictions on sales arrangement lifting of restrictions on sales time lifting of restrictions on sales proportion
The first release period is from the first trading day 24 months after the date of registration of the grant to 33% of the grant
The last trading day within 36 months from the date of completion of registration
