Securities code: Beibu Gulf Port Co.Ltd(000582) securities abbreviation: Beibu Gulf Port Co.Ltd(000582) Announcement No.: 2022010 bond Code: 127039 bond abbreviation: Beigang convertible bond
Beibu Gulf Port Co.Ltd(000582)
With regard to the announcement on the completion of the repurchase and cancellation of some restricted shares, the company and all members of the board of directors guarantee that the contents of the information disclosure are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Special tips:
1. In this repurchase, 71200 restricted shares have been granted to the incentive objects of restricted shares but the restriction on sale has not been lifted, involving 2 people, accounting for 0.0044% of the total share capital of the company before the repurchase. The repurchase price is 43469136 yuan / share, and the total amount of repurchase funds is 32858504 yuan.
2. The restricted shares repurchased this time were cancelled in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited on February 24, 2022.
3. After the cancellation of this repurchase, the total share capital of the company was reduced from 1633452638 shares to 163381438 shares.
1、 Brief description of 2019 restricted stock incentive plan and relevant procedures performed 1. On September 16, 2019, the company held the 14th meeting of the 8th board of directors and the 12th meeting of the 8th board of supervisors, Deliberated and passed the proposal on Beibu Gulf Port Co.Ltd(000582) 2019 restricted stock incentive plan (Draft) and its summary, the assessment measures for Beibu Gulf Port Co.Ltd(000582) 2019 restricted stock incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to the company’s restricted stock incentive plan, Related directors abstained from voting on the above proposal. The board of supervisors, independent directors and lawyers of the company expressed their opinions on the above matters.
2. On September 30, 2019, according to the reply of the state owned assets supervision and Administration Commission of Guangxi Zhuang Autonomous Region on Beibu Gulf Port Co.Ltd(000582) implementing the equity incentive plan (GUI Guo Zi Fu [2019] No. 122) issued by the state owned assets supervision and Administration Commission of the people’s Government of Guangxi Zhuang Autonomous Region, the company disclosed the announcement on the approval of the 2019 restricted stock incentive plan by the state owned assets supervision and administration authority.
3. On October 17, 2019, the company disclosed the notice on convening the third extraordinary general meeting of shareholders in 2019 and the report on public solicitation of entrusted voting rights by Beibu Gulf Port Co.Ltd(000582) independent directors, Wang Yunsheng, the independent director of the company, as the collector, solicited voting rights from all shareholders of the company on the relevant proposals of the incentive plan considered by the third extraordinary general meeting of shareholders in 2019.
4. From October 16, 2019 to October 25, 2019, the company publicized the list of incentive objects within the company. After the expiration of the publicity period, the company disclosed the review opinions and publicity statement of the board of supervisors on the list of incentive objects of the company’s 2019 restricted stock incentive plan on October 26, 2019.
5. On November 1, 2019, the company held the third extraordinary general meeting of shareholders in 2019, The proposal on Beibu Gulf Port Co.Ltd(000582) 2019 restricted stock incentive plan (Draft) and its summary, the assessment measures for Beibu Gulf Port Co.Ltd(000582) 2019 restricted stock incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan were reviewed and approved. At the same time, it disclosed the insider information of the incentive plan and the self-examination report on the trading of the company’s shares by the incentive object.
6. On December 6, 2019, the company held the 17th meeting of the 8th board of directors and the 15th meeting of the 8th board of supervisors, and deliberated and adopted the proposal on adjusting the list and number of incentive objects of the 2019 restricted stock incentive plan and the proposal on granting restricted shares to the incentive objects of the 2019 restricted stock incentive plan for the first time, December 6, 2019 is determined as the grant date of this incentive plan, and 7366600 restricted shares are granted to 214 eligible incentive objects. The related directors have avoided voting on the above proposal. The board of supervisors, independent directors and lawyers of the company expressed their opinions on the above matters. The restricted shares granted above have been registered in Shenzhen Branch of China Securities Depository and Clearing Corporation on December 20, 2019.
7. On September 25, 2020, the company held the 30th meeting of the 8th board of directors and the 28th meeting of the 8th board of supervisors, deliberated and adopted the proposal on granting 2019 reserved restricted shares to incentive objects, and the board of directors agreed to grant 400000 reserved restricted shares to 50 incentive objects who met the grant conditions on September 25, 2020, The grant price is 5.59 yuan / share. The board of supervisors, independent directors and lawyers of the company expressed their opinions on the above matters. In the process of granting reserved restricted shares by the board of directors of the company, if one incentive object fails to pay the funds for subscribing restricted shares at the agreed time due to personal reasons, he will automatically give up subscribing for all the restricted shares he intends to be granted. Therefore, the number of restricted shares actually granted by the company’s incentive plan is
394300 shares, 49 incentive objects, and the listing date is October 29, 2020.
8. On October 26, 2020, the company held the 31st meeting of the 8th board of directors and the 29th meeting of the 8th board of supervisors, deliberated and adopted the proposal on the proposed repurchase and cancellation of some granted but unlocked restricted shares, It is agreed to repurchase and cancel a total of 427300 restricted shares that have been granted but not unlocked held by 11 incentive objects who have not met the unlocking conditions due to resignation, and the repurchase price is 4.533 yuan / share. The board of supervisors, independent directors and lawyers of the company expressed their opinions on the above matters. The company has completed the repurchase and cancellation of the above restricted shares in Shenzhen Branch of China Securities Depository and Clearing Corporation on January 4, 2021.
9. On April 12, 2021, the company held the 36th meeting of the 8th board of directors and the 34th meeting of the 8th board of supervisors, deliberated and adopted the proposal on the proposed repurchase and cancellation of some granted but unlocked restricted shares, It is agreed that a total of 755100 restricted shares held by 19 incentive objects who do not meet the incentive conditions that have been granted but have not been lifted shall be repurchased and cancelled. The repurchase price of the first granted restricted shares is 4.533 yuan / share, and the repurchase price of the reserved granted restricted shares is 5.59 yuan / share. The board of supervisors, independent directors and lawyers of the company expressed their opinions on the above matters. On May 18, 2021, the company completed the repurchase and cancellation of the above restricted shares in Shenzhen Branch of China Securities Depository and Clearing Corporation.
10. On December 10, 2021, the company held the 9th meeting of the 9th board of directors and the 8th meeting of the 9th board of supervisors, deliberated and approved the proposal on adjusting the benchmarking enterprises of the 2019 restricted stock incentive plan, and agreed to transfer Yingkou port out of the list of benchmarking enterprises of the company’s 2019 restricted stock incentive plan. The related directors have avoided voting on the above proposal. The board of supervisors, independent directors and lawyers of the company expressed their opinions on the above matters.
11. On December 20, 2021, the company held the 10th meeting of the 9th board of directors and the 9th meeting of the 9th board of supervisors, deliberated and adopted the proposal on the achievement of unlocking conditions for the first unlocking period of restricted shares granted by the restricted stock incentive plan in 2019, In view of the fulfillment of the unlocking conditions in the first unlocking period of restricted shares first granted by the company’s 2019 restricted stock incentive plan, it is agreed to unlock 2042666 restricted shares for 183 incentive objects who meet the unlocking conditions. The board of supervisors, independent directors and lawyers of the company expressed their opinions on the above matters.
12. On December 20, 2021, the company held the 10th meeting of the 9th board of directors and the 9th meeting of the 9th board of supervisors, deliberated and adopted the proposal on the proposed repurchase and cancellation of some granted but unlocked restricted shares, It is agreed that the company will repurchase and cancel a total of 71200 restricted shares granted but not unlocked held by two incentive objects who no longer meet the unlocking conditions due to normal transfer, and the repurchase price is 43469136 yuan / share. The board of supervisors, independent directors and lawyers of the company expressed their opinions on the above matters.
2、 Reasons, quantity and price of some restricted shares cancelled in this repurchase
(I) reasons for repurchase cancellation
According to the principle of repurchase and cancellation of the company’s restricted stock incentive plan (Draft) in 2019, if the incentive object resigns and the labor relationship is terminated for personal reasons, The restricted shares granted but not yet lifted shall be repurchased and cancelled by the company according to the lower of the grant price and the stock market price (the average transaction price of the company’s underlying shares one trading day before the board of Directors considers the repurchase); When the incentive object cancels or terminates the labor relationship with the company due to objective reasons such as normal transfer, if the granted restricted shares have not met the conditions for lifting the restrictions on sales, the company shall repurchase and cancel them at the grant price plus the interest on bank deposits in the same period.
In view of the fact that Chen Tianan and Ding Anmin, the incentive objects of the company, no longer meet the conditions of incentive objects due to normal transfer, according to relevant regulations, the company will repurchase and cancel the restricted shares held by the above two incentive objects that have been granted but not lifted. According to the authorization of the company’s third extraordinary general meeting in 2019, the board of directors of the company will handle matters related to repurchase and cancellation in accordance with the provisions of Beibu Gulf Port Co.Ltd(000582) 2019 restricted stock incentive plan (Draft).
(II) repurchase quantity and proportion
The total number of restricted shares granted but not yet lifted by the two incentive objects who do not meet the incentive conditions this time is 71200, accounting for 0.92% of the total amount granted by the company’s restricted stock incentive plan in 2019 and 0.0044% of the company’s total share capital before repurchase. (III) repurchase price and pricing basis
According to the relevant provisions of the company’s 2019 restricted stock incentive plan (Draft), if the company repurchases or cancels restricted stocks according to the provisions of the incentive plan, unless otherwise agreed in the incentive plan, the repurchase price is the grant price. In view of the fact that the company has implemented the profit distribution plan for 2019 and 2020 during the period from the completion of share registration of restricted shares to the repurchase and cancellation of restricted shares, the company has distributed a cash dividend of 0.177 yuan per share (including tax) to all shareholders on June 15, 2020 and 01860864 yuan per share (including tax) to all shareholders on June 1, 2021, According to the provisions of the company’s 2019 restricted stock incentive plan (Draft), the repurchase price needs to be adjusted, and the adjustment formula is p = p0-v. Where: P0 is the repurchase price of restricted shares per share before adjustment; V is the dividend per share; P is the adjusted repurchase price of restricted shares per share. After dividend adjustment, P must still be greater than 1. The two incentive objects who do not meet the incentive conditions this time are the incentive objects granted for the first time, that is, the repurchase price of restricted shares is adjusted from the original grant price of 4.71 yuan / share to 43469136 yuan / share.
(IV) total amount and source of repurchase funds
According to the principle of repurchase and cancellation of the company’s 2019 restricted stock incentive plan (Draft), when the incentive object cancels or terminates the labor relationship with the company due to normal transfer and other objective reasons, if the granted restricted stock has not met the conditions for lifting the restriction, the company shall repurchase and cancel it at the grant price plus the interest on bank deposits in the same period.
On December 31, 2021, the company has paid the repurchase payment to the above two incentive objects who do not meet the unlocking conditions, totaling 32858504 yuan, all of which are the company’s own funds. Grant Thornton Certified Public Accountants (special general partnership) verified the cancellation of the restricted stock repurchase and issued the capital verification report (Grant Thornton Zi (2022) No. 450c Tianma Microelectronics Co.Ltd(000050) ).
(V) completion of repurchase cancellation
After examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the cancellation of the above restricted shares of the company has been completed on February 24, 2022. After the cancellation of this repurchase, the total share capital of the company was reduced from 1633452638 shares to 163381438 shares. The draft of the company’s stock incentive plan and regulations (2019) and relevant restrictive laws and regulations of the company.
3、 Changes in the company’s share capital structure after the cancellation of this repurchase
According to the calculation of the company’s share capital structure as of February 23, 2022, the share capital structure before and after the lifting of restricted shares is shown in the following table:
Before and after the change of share class (estimated)
Number of shares (shares) proportion number of shares (shares) number of shares (shares) proportion
Shares without sale conditions 12 Tinavi Medical Technologies Co.Ltd(688277) 0977.68% 012 Tinavi Medical Technologies Co.Ltd(688277) 0977.68%
Shares with limited sales conditions 36462492922.32% – 7120036455372922.32%
Total share capital 163352638100.00% – 71200163381438100%
4、 The impact of this repurchase cancellation on the company’s financial status and operating results
The repurchase and cancellation of some equity incentive restricted shares is the company’s specific treatment of unqualified restricted shares according to the 2019 restricted stock incentive plan (Draft). The number of restricted shares repurchased and cancelled is small, and the funds used for repurchase are small, which will not have a substantive impact on the company’s financial status and operating results, It will not affect the enthusiasm and stability of the company’s management team. The company’s management team will continue to be diligent and conscientious in performing their duties
