Securities code: 002240 securities abbreviation: Chengxin Lithium Group Co.Ltd(002240) Announcement No.: 2022-002 Chengxin Lithium Group Co.Ltd(002240)
Announcement on the completion of non trading transfer of shares in the employee stock ownership plan in 2021
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Chengxin Lithium Group Co.Ltd(002240) (hereinafter referred to as “the company”) held the eighth (extraordinary) general meeting of shareholders in 2021 on October 11, 2021, deliberated and approved the proposal on the company’s employee stock ownership plan in 2021 (Draft) > and its summary, and agreed to implement the employee stock ownership plan in 2021 (hereinafter referred to as “the employee stock ownership plan”).
In accordance with the guiding opinions on the pilot implementation of the ESOP by listed companies and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant provisions, the implementation progress of the ESOP is hereby announced as follows:
1、 Stock source of employee stock ownership plan
The underlying stock involved in the employee stock ownership plan comes from the company’s A-share common stock that has been repurchased in the company’s special securities account for repurchase.
On September 17, 2018 and October 8, 2018, the company held the 22nd Meeting of the sixth board of directors and the third (extraordinary) general meeting of shareholders in 2018 respectively, deliberated and approved the proposal on share repurchase plan of the company. The company plans to use its own funds to repurchase the company’s shares in the form of centralized competitive trading for the implementation of employee stock ownership plan or equity incentive plan. See the relevant announcement disclosed by the company on October 17, 2018 for details.
The total transaction price of shares repurchased by the company through the centralized trading method is RMB 3.379 million / share, excluding the lowest transaction price of RMB 3.379 million / share by the end of 2019, and the total transaction price of shares repurchased by the company through the centralized trading account is RMB 3.379 million / share. See the relevant announcement disclosed by the company on February 19, 2019 for details.
The number of shares transferred through non trading transfer in the employee stock ownership plan is 4331358 shares, all from the above repurchased shares.
2、 Share transfer of employee stock ownership plan
As of the disclosure date of this announcement, the company has opened a special securities account for the company’s 2021 employee stock ownership plan in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the name of the securities account is ” Chengxin Lithium Group Co.Ltd(002240) – 2021 Employee Stock Ownership Plan”, and the number of the securities account is “0899312238”.
The total amount of funds actually raised by the employee stock ownership plan is 108.28395 million yuan. The sources of funds are employees’ legal salary, self raised funds and funds obtained by other means permitted by laws and regulations. The actual subscription is consistent with the content of the ESOP approved by the general meeting of shareholders, and does not exceed the upper limit of shares approved by the general meeting of shareholders. On February 7, 2022, the company received the confirmation of securities transfer registration issued by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch. The shares repurchased in the company’s special securities account through centralized bidding transaction have been transferred to the special account of ” Chengxin Lithium Group Co.Ltd(002240) – 2021 Employee Stock Ownership Plan” through non transaction, and the number of transferred shares is 4331358, Accounting for 0.50% of the total share capital of the company. The price of shares repurchased by the transferee company of the employee stock ownership plan is 25.00 yuan / share.
The legal lock-in period of the employee stock ownership plan is 12 months, calculated from the date when the company announces the transfer of the subject stock to the name of the employee stock ownership plan. During the legal lock-in period, the ESOP shall not buy or sell the company’s shares. After the expiration of the legal lock-in period, the underlying shares held under the employee stock ownership plan will be unlocked in batches. The lock-in periods are 12 months, 24 months, 36 months and 48 months respectively, and the corresponding unlocking proportion is 25%.
3、 Relationship and concerted action relationship involved in employee stock ownership plan
The directors and senior managers participating in the employee stock ownership plan are related to the employee stock ownership plan, and have avoided voting when the board of directors and the general meeting of shareholders consider the relevant proposals of the employee stock ownership plan. The controlling shareholder and actual controller of the company have not participated in the ESOP, and the ESOP has not signed a concerted action agreement or arrangement with the controlling shareholder and actual controller of the company.
The employee stock ownership plan waives the voting rights of shareholders due to holding the underlying shares as a whole, and only retains the dividend right and investment beneficial right. Therefore, there is no concerted action relationship between the ESOP and the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company.
The employee stock ownership plan remains independent in relevant operation and other matters. The holder meeting is the highest authority of the employee stock ownership plan. The holder meeting elects a management committee to supervise and be responsible for the daily management of the employee stock ownership plan. The shares of the holders of the ESOP are relatively scattered, and there is no agreement or arrangement for concerted action between the holders.
4、 Accounting treatment of employee stock ownership plan
According to the provisions of accounting standards for Business Enterprises No. 11 – share based payment: for equity settled share based payment in exchange for employee services that can only be exercised after completing the services in the waiting period or meeting the specified performance conditions, on each balance sheet date in the waiting period, based on the best estimate of the number of exercisable equity instruments, according to the fair value on the date of grant of equity instruments, The services obtained in the current period shall be included in relevant costs or expenses and capital reserve.
The company will conduct corresponding accounting treatment in accordance with the accounting standards for Business Enterprises No. 11 – share based payment. The impact of share based payment fees of the employee stock ownership plan on the company’s operating results shall be subject to the annual audit report issued by the accounting firm.
5、 Documents for future reference
Confirmation of securities transfer registration issued by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. It is hereby announced.
Chengxin Lithium Group Co.Ltd(002240) board of directors
February 7, 2002
