Securities code: 600206 securities abbreviation: Grinm Advanced Materials Co.Ltd(600206) Announcement No.: 2022-003 Grinm Advanced Materials Co.Ltd(600206)
Announcement on the implementation of repurchase and cancellation of some restricted shares
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 Grinm Advanced Materials Co.Ltd(600206) restricted stock incentive plan (Draft) and the authorization of the company’s third extraordinary general meeting in 2017, since the incentive object Dong Mengyang was elected as the employee supervisor of the company and Xia Qiankun and Yuan Zhishan left their posts for personal reasons, the company decided to repurchase and cancel their authorized but unlocked restricted shares.
● relevant information about the cancellation of shares
Number of shares repurchased number of shares cancelled date of cancellation
40800 shares 40800 shares February 22, 2022
1、 Decision making and information disclosure of this restricted stock repurchase and cancellation
On December 10, 2021, the fifth meeting of the eighth board of directors of the company deliberated and approved the proposal on the company’s repurchase and cancellation of some restricted shares. According to the relevant provisions of the Grinm Advanced Materials Co.Ltd(600206) restricted stock incentive plan (Draft), the company agreed to repurchase and cancel 40800 restricted shares granted but not lifted by Dong Mengyang, Xia Qiankun and Yuan Zhishan. For details, please refer to the website of Shanghai Stock Exchange www.sse.com on December 11, 2021 com. cn. The Grinm Advanced Materials Co.Ltd(600206) announcement on repurchase and cancellation of some restricted shares (Announcement No. 2021-048) disclosed. On December 11, 2021, the company disclosed the announcement of Grinm Advanced Materials Co.Ltd(600206) on notifying creditors of repurchase and cancellation of some restricted shares on the website of Shanghai Stock Exchange, and performed the procedure of notifying creditors of the share repurchase and cancellation. Within the agreed reporting time, no creditor applied to require the company to pay off its debts or provide corresponding guarantee. (see Announcement No. 2021-049 disclosed by the company on the website of Shanghai Stock Exchange on December 11, 2021)
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 Grinm Advanced Materials Co.Ltd(600206) restricted stock incentive plan (Draft) and the authorization of the company’s third extraordinary general meeting in 2017, as the incentive object Dong Mengyang was elected as the employee supervisor of the company, and Xia Qiankun and Yuan Zhishan resigned for personal reasons, the company decided to repurchase and cancel their authorized but unlocked restricted shares.
(II) relevant personnel and quantity of this repurchase cancellation
The repurchase and cancellation of restricted shares involves Dong Mengyang, Xia Qiankun and Yuan Zhishan, and a total of 40800 restricted shares are proposed to be repurchased and cancelled. After the cancellation of this repurchase, there are 0 remaining equity incentive restricted shares. (III) repurchase cancellation arrangement
The company has applied for opening a special account for share repurchase in Shanghai Branch of China Securities Depository and Clearing Corporation (Account No.: b882901455), and applied to Shanghai Branch of China Securities Depository and Clearing Corporation for handling the repurchase and transfer procedures of 40800 restricted shares granted but not unlocked. The company is expected to go through the formalities for the subsequent registration of restricted shares on February 22, 2022.
3、 Changes in the company’s share structure after repurchase and cancellation of restricted shares
After the repurchase and cancellation of restricted shares, the changes in the capital structure of the company are as follows:
Unit: shares
Before and after change
Tradable shares with limited sales conditions 40800 – 40800 0
Tradable shares with unlimited conditions 846553332 0 846553332
Total shares 846594132 – 40800 846553332
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, the arrangement of the company’s equity incentive plan and restricted stock grant agreement, and there is no situation that damages the legitimate rights and interests of incentive objects and 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
As of the issuance date of the legal opinion, the company has fulfilled the necessary decision-making procedures and information disclosure obligations for the cancellation of this repurchase, which is in line with the relevant provisions of the management measures and the incentive plan; The reason, quantity, price and arrangement of this repurchase cancellation comply with the relevant provisions of the administrative measures and the incentive plan; The company still needs to go through the procedures of reducing the registered capital and canceling the registration of shares in accordance with the provisions of the company law and other laws and regulations, and perform the corresponding information disclosure obligations in accordance with the law.
6、 Online announcement attachment
Legal opinion of Beijing Handa law firm on matters related to Grinm Advanced Materials Co.Ltd(600206) repurchase and cancellation of some restricted shares.
It is hereby announced.
Grinm Advanced Materials Co.Ltd(600206) board of directors February 18, 2022
