Securities code: Angang Steel Company Limited(000898) securities abbreviation: Angang Steel Company Limited(000898) Announcement No.: 2022006
Angang Steel Company Limited(000898) about 2020 restricted stock incentive plan
Announcement on the completion of repurchase and cancellation of some restricted shares
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. Angang Steel Company Limited(000898) (hereinafter referred to as the company) repurchased and cancelled 2229750 restricted shares held by 8 original incentive objects, which have been granted but not lifted, accounting for 0.0237% of the total share capital of the company before repurchasing and cancellation. The repurchase price is 1.88 yuan / share, and the total repurchase price is 4191930 yuan.
2. As of the date of this announcement, the company has completed the repurchase and cancellation procedures of some restricted shares in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. After the cancellation, the total share capital of the company will be reduced from 9405250201 shares to 9403020451 shares.
1、 Procedures performed for 2020 restricted stock incentive plan
(I) on November 26, 2020, the proposal on Angang Steel Company Limited(000898) 2020 restricted stock incentive plan (Draft) and its summary and other relevant proposals were deliberated and approved by the 32nd meeting of the 8th board of directors and the 11th meeting of the 8th board of supervisors of the company, and the independent directors expressed unanimous independent opinions.
(II) from December 4 to December 13, 2020, the company publicized the list of incentive objects internally. On December 22, 2020, the board of supervisors issued the Angang Steel Company Limited(000898) board of supervisors' statement and verification opinions on the publicity of the list of incentive objects of the company's 2020 restricted stock incentive plan. (III) on December 30, 2020, the company announced the announcement of Angang Steel Company Limited(000898) on the approval of restricted stock incentive plan by SASAC. According to the reply on Angang Steel Company Limited(000898) implementation of restricted stock incentive plan by the state owned assets supervision and Administration Commission of the State Council (hereinafter referred to as "SASAC") (gzkp [2020] No. 664), SASAC agrees in principle that the company will implement this incentive plan.
(IV) on December 31, 2020, the third extraordinary general meeting of the company in 2020 deliberated and approved the proposal on Angang Steel Company Limited(000898) 2020 restricted stock incentive plan (Draft) and its summary and other relevant proposals. On the same day, the company disclosed Angang Steel Company Limited(000898) the self inspection report on the trading of the company's shares by insiders of the company's 2020 restricted stock incentive plan and incentive objects, and found no relevant insiders using the inside information to buy and sell the company's shares.
(V) on January 8, 2021, the 38th meeting of the 8th board of directors and the 13th meeting of the 8th board of supervisors of the company reviewed and approved the proposal on adjusting the incentive plan of Angang Steel Company Limited(000898) 2020 restricted shares and the proposal on granting restricted shares to incentive objects for the first time. The independent directors expressed unanimous independent opinions.
(VI) on December 10, 2021, the 54th meeting of the 8th board of directors and the 20th meeting of the 8th board of supervisors of the company deliberated and adopted the proposal on repurchase and cancellation of restricted shares granted to some incentive objects of 2020 restricted stock incentive plan but not lifted the restriction on sales and the proposal on granting reserved restricted shares to incentive objects. The independent directors expressed unanimous independent opinions.
(VII) on January 6, 2022, the first extraordinary general meeting of the company in 2022, the first meeting of shareholders of domestic shares in 2022 and the first meeting of shareholders of foreign shares in 2022 deliberated and approved the proposal on the repurchase and cancellation of restricted shares that have been granted to some incentive objects of 2020 restricted stock incentive plan but have not been lifted.
2、 Reasons, quantity, price and source of funds for the cancellation of this restricted stock repurchase
(I) reasons, quantity and price of repurchase and cancellation of restricted shares
According to the relevant provisions in "Chapter XIII transaction handling" of the company's 2020 restricted stock incentive plan (Draft): if the incentive object terminates or terminates the labor relationship with the company due to transfer, dismissal, retirement, death or loss of civil capacity, and the granted rights and interests have met the feasible time limit and performance evaluation conditions in the current year, The vesting of the equity can be exercised within half a year after the date when the equity is exercisable or partially exercisable. For the rights and interests of the incentive object that fail to meet the feasible time limit and performance assessment conditions in the year of resignation, the corresponding rights and interests shall be included in the assessment system of the plan according to the proportion of their tenure time limit in the corresponding performance assessment year (corresponding year tenure month / 12) in combination with their individual annual contribution, and the assessment shall be carried out according to the established procedures. If the remaining years (excluding the year of resignation) fail to meet the performance evaluation conditions, the sales restriction will not be lifted, and the company will repurchase according to the sum of the grant price and the interest of the bank's time deposit in the same period.
At present, the company's 2020 restricted stock incentive plan has granted some incentive objects for the first time, and the original incentive objects have not met the incentive conditions due to the cancellation or termination of labor relations with the company due to job transfer. According to the relevant provisions of the company's 2020 restricted stock incentive plan (draft), it is planned to repurchase and cancel 2229750 A shares of restricted stocks held by the above incentive objects, The repurchase price is 1.88 yuan / share (the repurchase price is calculated according to the grant price plus the interest of bank time deposits in the same period).
The total amount of restricted shares repurchased and cancelled by the company this time is 4191930 yuan.
(II) sources of funds for repurchase and cancellation of restricted shares
All the funds used for the repurchase and cancellation of restricted shares are the company's own funds.
3、 Completion of the repurchase and cancellation of restricted shares
On January 7, 2022, the company notified its creditors in accordance with Article 177 of the company law and posted it on China Securities News, securities times, Shanghai Securities News or cninfo http://www.cn.info.com.cn. Disclosed the announcement on repurchasing and canceling some restricted shares, reducing registered capital and notifying creditors. Within 45 days from the date of the announcement, the company has not received any request from creditors to pay off debts or provide corresponding guarantee.
On February 9, 2022, ShineWing Certified Public Accountants (special general partnership) issued the capital verification report to verify the reduction of registered capital and paid in capital (share capital) of the company. After the cancellation of the company, the share capital was changed from 9405250201 shares to 9403020451 shares, and the registered capital was changed from 9405250201 yuan to 9403020451 yuan.
Upon examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the cancellation of this restricted stock repurchase was completed on February 25, 2022.
4、 Statement of changes in capital structure after the repurchase and cancellation of restricted shares
A total of 2229750 A shares were cancelled in this restricted stock repurchase. After the completion of the repurchase and cancellation procedures of restricted shares, the total share capital of the company will be reduced from 9405250201 shares to 9403020451 shares. The changes in the capital structure of the company are as follows:
Increase or decrease in this change
Before the change (+ / -) after the change
Proportion of repurchased and cancelled shares in total shares (%)
1、 Shares with limited sales conditions 524574820.56 - 2229750502277320.53
2、 Shares without sale conditions 935279271999.44 0935279271999.47
1. RMB common shares 794125271984.43 0794125271984.45
2. Overseas listed foreign shares 141154000015.01 0141154000015.01
3、 Total shares 9405250201100.00 - 22297509403020451100.00
After the cancellation of this repurchase, the controlling shareholder and actual controller of the company will not change, and the equity distribution of the company still meets the listing conditions.
5、 Impact on the company's performance
The repurchase and cancellation of restricted shares will not have a significant impact on the company's operating performance and the diligence of the company's management team. The company's management team will continue to earnestly perform their duties and create value for shareholders.
It is hereby announced.
Angang Steel Company Limited(000898) board of directors
February 25, 2022
