Securities code: 000528 securities abbreviation: Liugong Announcement No.: 2022-28
Guangxi Liugong Machinery Co.Ltd(000528)
Announcement on the completion of partial repurchase and cancellation of restricted shares in 2018
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. Special tips:
1. The board of directors of Guangxi Liugong Machinery Co.Ltd(000528) (hereinafter referred to as “the company”) deliberated and adopted the proposal on the company’s repurchase and cancellation of some restricted shares in 2018 at the 31st meeting of the eighth board of directors held from March 25 to 26, 2021, as authorized by the first extraordinary general meeting of shareholders in 2019. In view of the resignation of 25 of the original incentive objects of the company for personal reasons, 13 people failed to meet all unlocking conditions because their personal performance appraisal in 2020 was D, and the number of restricted shares to be repurchased and cancelled was 230200 shares. At the 36th (Interim) meeting of the 8th board of directors held on July 15, 2021, the board of directors of the company considered and approved the proposal on the company’s repurchase and cancellation of some restricted shares in 2018. In view of the fact that one of the original incentive objects of the company was transferred to the group and 24 employees resigned for personal reasons, it is proposed to repurchase and cancel 141500 shares. A total of 17.37 million shares were repurchased and cancelled.
2. A total of 62 original incentive objects were involved in this repurchase and cancellation. 371700 restricted shares were repurchased and cancelled, accounting for 2.80% of the total number of 13296600 restricted shares actually granted under the restricted stock incentive plan in 2018 and 0.025% of the company’s current total share capital of 1475240876 shares.
3. As of February 7, 2022, the above restricted shares have been cancelled in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
1、 Overview of the company’s restricted stock incentive plan in 2018
1. On December 27-28, 2018, the company held the 15th meeting of the 8th board of directors, deliberated and adopted the proposal on and its summary Related directors abstained from voting on the Guangxi Liugong Machinery Co.Ltd(000528) 2018 restricted stock incentive assessment measures and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan. The independent directors of the company have expressed independent opinions without objection on the proposal on and its summary. The company issued the Guangxi Liugong Machinery Co.Ltd(000528) announcement on the public solicitation of entrusted voting rights by independent directors.
2. On December 27-28, 2018, the company held the 13th meeting of the 8th board of supervisors, deliberated and adopted the proposal on and its summary and the proposal on Guangxi Liugong Machinery Co.Ltd(000528) 2018 restricted stock incentive assessment measures, It also checked the list of incentive objects of the restricted stock incentive plan in 2018 and issued verification opinions. 3. On January 14, 2019, the company held the 16th (Interim) meeting of the eighth board of directors, deliberated and adopted the proposal on adjusting the list of incentive objects of Guangxi Liugong Machinery Co.Ltd(000528) restricted shares in 2018, and the number of incentive objects after adjustment was 1777. There is no new personnel list in this adjustment, and it does not involve the adjustment of directors and senior executives. After adjustment, the number and proportion of restricted shares granted to each incentive object in this incentive plan comply with the provisions of laws, regulations and normative documents such as the measures for the administration of equity incentive of listed companies.
4. On January 15, 2019, Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Group Co., Ltd., the controlling shareholder of the company, received the reply on Guangxi Liugong Machinery Co.Ltd(000528) implementation of equity incentive plan (ggzf [2019] No. 10) from the state owned assets supervision and Administration Commission of the people’s Government of Guangxi Zhuang Autonomous Region, The company issued Guangxi Liugong Machinery Co.Ltd(000528) announcement on the approval of the 2018 restricted stock incentive plan by the state owned assets supervision and Administration Commission of Guangxi Zhuang Autonomous Region on the same day.
5. On January 17, 2019, the company held the first extraordinary general meeting of shareholders in 2019, deliberated and approved the proposal on and its summary The proposal on , the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan and other relevant proposals, and conducted self-examination and announcement on the trading of the company’s shares by insiders of the restricted stock incentive plan and incentive objects.
6. On February 15, 2019, the company held the 17th (Interim) meeting of the 8th board of directors, deliberated and approved the proposal on adjusting the granting objects and number of restricted stock incentive plan in 2018 and the proposal on granting restricted shares to the incentive objects of restricted stock incentive plan in 2018. Related directors abstained from voting on the above proposal. The independent directors of the company have expressed independent opinions without objection on the matters related to the above grant.
7. On February 15, 2019, the company held the 14th meeting of the 8th board of supervisors, deliberated and approved the proposal on adjusting the granting objects and the number of awards of the company’s 2018 restricted stock incentive plan and the proposal on granting restricted shares to the incentive objects of the company’s 2018 restricted stock incentive plan.
8. On February 28, 2019, the company announced the announcement on the completion of the grant registration of the 2018 restricted stock incentive plan. The company completed the share registration in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. The company actually granted a total of 11.283 million restricted shares to 1586 incentive objects for the first time.
9. On May 30, 2019, according to the authorization of the company’s first extraordinary general meeting in 2019, the company held the 20th (extraordinary) meeting of the eighth board of directors and the 17th meeting of the eighth board of supervisors, deliberated and adopted the proposal on the company’s 2018 reserved shares grant scheme for restricted shares respectively, and agreed to take May 30, 2019 as the grant date, 2052100 reserved restricted shares were granted to 269 eligible incentive objects. The independent directors expressed independent opinions on relevant matters, the board of supervisors of the company reviewed and issued verification opinions on relevant matters, and lawyers expressed relevant opinions on this.
10. According to the resolutions of the 20th (Interim) meeting of the 8th board of directors and the 17th meeting of the 8th board of supervisors, the board of directors of the company implemented and completed the grant of the reserved part of restricted shares in 2018, and disclosed the completion of the grant on June 27, 2019.
The company’s reserved share grant date is May 30, 2019 and the listing date is June 28, 2019. 259 incentive objects are actually granted, 2013600 restricted shares are reserved, and the grant price is 3.46 yuan / share.
11. According to the resolutions of the 21st Meeting of the 8th board of directors and the 18th meeting of the 8th board of supervisors, the board of directors of the company implemented and completed the work on repurchase and cancellation of some restricted shares in 2018, which was disclosed on December 25, 2019. The total share capital of the company was reduced from 1476111376 shares to 1475921376 shares.
12. According to the resolutions of the 27th meeting of the 8th board of directors and the 23rd Meeting of the 8th board of supervisors, the board of directors of the company implemented and completed the work on repurchase and cancellation of some restricted shares in 2018, and
It was disclosed on February 26, 2021 that the total share capital of the company was reduced from 1475921376 shares to 1475240876 shares.
13. From March 25 to 26, 2021, the 31st meeting of the 8th board of directors and the 27th meeting of the 8th board of supervisors deliberated and approved the proposal on the achievement of the conditions for the first unlocking period of the company’s 2018 restricted stock plan and the proposal on the company’s repurchase and cancellation of some 2018 restricted stocks, of which 4054000 restricted shares were listed and circulated, 2300200 shares are to be repurchased and cancelled.
14. On July 15, 2021, the 36th (temporary) meeting of the eighth board of directors and the 30th meeting of the eighth board of supervisors considered and approved the proposal on the company’s repurchase and cancellation of some restricted shares in 2018. In view of the fact that one of the original incentive objects of the company was transferred to the group and 24 employees resigned for personal reasons, it is proposed to repurchase and cancel 141500 shares.
2、 Reasons, quantity and price of restricted shares cancelled in this repurchase
1. Reasons for repurchase
One of the original incentive objects of the company was transferred to the group, 49 resigned for personal reasons and 13 no longer met the incentive conditions because they failed to pass the assessment in 2020. According to the relevant provisions of the company’s 2018 restricted stock incentive plan (Draft), The company shall repurchase and cancel 371700 restricted shares granted to the above 62 incentive objects (one of whom was assessed as D in the previous year and left before July) but not lifted the restriction.
2. Repurchase quantity
The repurchase of 48000 shares of restricted shares granted but not yet lifted held by one original incentive object who did not meet the conditions for lifting the restrictions due to transfer to the group, and 287300 shares of restricted shares granted but not lifted held by 49 employees who did not meet the conditions for lifting the restrictions due to resignation; A total of 36400 restricted shares have been granted to the 13 incentive objects assessed as D in 2020 but have not been unlocked. The total of the three is 371700 shares, accounting for 2.80% of the total number of 13296600 shares actually granted under the restricted stock incentive plan in 2018 and 0.025% of the company’s current total share capital of 1475240876 shares.
3. Repurchase price
According to the company’s 2018 restricted stock incentive plan (Draft), if the incentive object leaves the company for personal reasons, the incentive object shall be repurchased and cancelled according to the market price and the grant price. If the incentive object is incompetent due to the annual performance evaluation result, the company shall buy it back and cancel it according to the grant price; When the company makes cash dividends, the cash dividends that the incentive object should obtain from the restricted shares granted to it shall be collected by the company after withholding and paying personal income tax, and shall be returned to the incentive object when the restriction on the sale of such restricted shares is lifted; If the restricted shares cannot be lifted, the company shall deduct the cash dividends received on behalf of the company and make corresponding accounting treatment when repurchasing the restricted shares in accordance with the provisions of this incentive plan. Therefore, the repurchase price is the initial grant price of 3.37 yuan / share or the reserved share grant price of 3.46 yuan / share, totaling 1256544 yuan. The repurchase funds are the company’s own funds.
3、 Changes in equity structure before and after the repurchase cancellation
The proposed repurchase and cancellation of the above shares will reduce the total number of shares of the company by 371700 shares. After the repurchase and cancellation is completed,
The total share capital of the company will be reduced from 1475240876 shares to 1474869176 shares. Changes in share capital structure are as follows:
Nature of shares before and after this change
Number of shares (share) proportion% number of shares (share) proportion%
1、 Restricted tradable shares 7916925 0.54 7545225 0.51
Executive lock up shares 298425 0.02 298425 0.02
Equity incentive restricted shares 7618500 0.52 7246800 0.49
2、 Non tradable shares 1467323951 99.49 1467323951 99.49
3、 Total share capital 1475240876 100.00 1474869176 100
On January 8, 2022, Zhitong Certified Public Accountants (special general partnership) issued a certificate for the cancellation of this repurchase
Capital verification report (Zhi Tong Yan Zi (2022) No. 441c000032)). After the cancellation of this repurchase, the total share capital of the company was reduced from 1475240876 shares to 1474869176 shares.
4、 Impact of this repurchase cancellation on the company’s performance
The repurchase and cancellation of some equity incentive restricted stocks is based on the company’s 2018 restricted stock incentive plan
As for the specific treatment of unqualified restricted shares in the draft, the number of restricted shares repurchased and cancelled is small, and the funds used for repurchase are small, which will not have a great impact on the company’s financial status and operating results, nor will it affect the enthusiasm and stability of the company’s management team. The company’s management team will continue to work hard
