Securities code: 603536 securities abbreviation: Shandong Huifa Foodstuff Co.Ltd(603536) Announcement No.: pro 2022-010
Shandong Huifa Foodstuff Co.Ltd(603536)
Announcement on the implementation of partial equity incentive restricted stock repurchase and cancellation
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:
● reasons for repurchase and cancellation: according to the relevant provisions of the Shandong Huifa Foodstuff Co.Ltd(603536) 2020 restricted stock incentive plan, Hou Jinyuan and other five incentive objects who have been granted restricted shares resigned for personal reasons and are no longer qualified as incentive objects. The company will repurchase and cancel 37000 restricted shares held by the five original incentive objects that have been granted but have not been lifted.
● relevant information about the cancellation of shares
Number of shares repurchased (shares) number of shares cancelled (shares) cancellation date
37000 February 14, 2022
1、 Decision making and information disclosure of this restricted stock repurchase and cancellation
1. On December 14, 2021, Shandong Huifa Foodstuff Co.Ltd(603536) (hereinafter referred to as “the company”) held a meeting
The fifth meeting of the Fourth Board of directors and the fifth meeting of the Fourth Board of supervisors deliberated and adopted the proposal on repurchase and cancellation of some restricted shares, and the independent directors of the company expressed independent opinions on relevant matters. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on December 15, 2021 And designated media
Announcement of Shandong Huifa Foodstuff Co.Ltd(603536) on repurchase and cancellation of some restricted shares (Announcement No.: p.2021-085).
2. On December 15, 2021, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the designated media disclosed the Shandong Huifa Foodstuff Co.Ltd(603536) announcement on notifying creditors of repurchase and cancellation of some restricted shares. As of the date of this announcement, the publicity period has expired 45 days, during which the company has not received any request from relevant creditors to pay off debts or provide corresponding guarantee.
2、 Cancellation of this restricted stock repurchase
(I) reasons and basis for the repurchase and cancellation of restricted shares
According to the relevant provisions of the Shandong Huifa Foodstuff Co.Ltd(603536) 2020 restricted stock incentive plan, Hou Jinyuan and other five incentive objects who have been granted restricted shares resigned for personal reasons and no longer have the qualification of incentive objects. The Company repurchased and cancelled 37000 restricted shares held by the five original incentive objects that have been granted but have not been lifted, and the repurchase price is 7.58 yuan / share.
(II) relevant personnel and quantity of this repurchase cancellation
The repurchase and cancellation of restricted shares involves Hou Jinyuan and other five people, and a total of 37000 restricted shares are proposed to be repurchased and cancelled; After the cancellation of this repurchase, 1918000 shares of equity incentive restricted shares remain.
(III) repurchase cancellation arrangement
The company has opened a special securities repurchase account (Account No.: b884344196) in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as “zhongdeng company”) and applied to zhongdeng company for the repurchase and transfer of 37000 restricted shares granted to the above five incentive objects but not removed from the restricted sale, It is expected that the restricted shares to be repurchased and cancelled this time will be cancelled on February 14, 2022, and the company will go through relevant industrial and commercial change registration procedures in accordance with the law.
3、 Changes in the company’s share structure after repurchase and cancellation of restricted shares
After the completion of this restricted stock repurchase and cancellation, the shares with limited sales conditions of the company will be reduced by 37000 shares and the total number of shares of the company will be reduced by 37000 shares. Changes in share capital are as follows:
Unit: shares
Before and after the change of share class
1、 Restricted tradable shares 4955000 – 37000 4918000
Equity incentive restricted shares 1955000 – 37000 1918000
Non public offering of restricted shares 3000000 3000000
2、 Tradable shares without restrictions 169918000 169918000
3、 Total share capital 174873000 – 37000 174836000
4、 Description and commitment
The board of directors of the company explained that the decision-making procedures and information disclosure involved in the repurchase and cancellation of restricted shares comply with the provisions of laws and regulations, the measures for the administration of equity incentive of listed companies, and the arrangement of the company’s equity incentive plan and restricted stock grant agreement, which will not have a significant impact on the company’s financial status and operating results, There is no situation that damages the legitimate rights and interests of the incentive object and the interests of creditors.
The company promises that it has verified and guaranteed the authenticity, accuracy and completeness of the objects involved in the repurchase and cancellation of restricted shares, the number of shares, the cancellation date and other information, and has fully informed the relevant incentive objects of the repurchase and cancellation, and the relevant incentive objects have not expressed any objection to the repurchase and cancellation. In case of any dispute with relevant incentive objects due to the cancellation of this repurchase, the company will bear the relevant legal liabilities arising therefrom.
5、 Concluding observations of legal opinions
Shanghai Zechang law firm issued a legal opinion on the cancellation of restricted shares granted to some incentive objects but not lifted in this repurchase, and held that:
The company’s repurchase and cancellation of restricted shares has obtained the necessary approval and authorization at this stage, performed the necessary procedures at this stage, and complied with the relevant provisions of the company law, the securities law, the measures for the administration of equity incentive of listed companies and the Shandong Huifa Foodstuff Co.Ltd(603536) 2020 restricted stock incentive plan (draft); The company still needs to perform the corresponding information disclosure obligations on the cancellation of this repurchase, and go through the capital reduction procedures and share cancellation registration procedures for the cancellation of this repurchase.
It is hereby announced.
Shandong Huifa Foodstuff Co.Ltd(603536) board of directors February 10, 2022
