Securities abbreviation: Chongqing Changan Automobile Company Limited(000625) (Chang’an b) securities code: 000625 (200625) Announcement No.: 2021-102 Chongqing Changan Automobile Company Limited(000625)
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 contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. Chongqing Changan Automobile Company Limited(000625) (hereinafter referred to as “the company”) cancelled 1036000 A-share restricted shares held by the original 11 incentive objects, accounting for 0.0136% of the total share capital of the company before the repurchase.
2. China Securities Depository and Clearing Co., Ltd. Shenzhen Branch confirmed that it had completed the cancellation of part of the company’s restricted stock repurchase on December 21, 2021. The cancellation complies with the relevant provisions of laws, administrative regulations, departmental rules, normative documents, articles of association, equity incentive plan, etc.
3. After the cancellation of this repurchase, the total share capital of the company was reduced from 7615428202 shares to 7614392202 shares. The company held the 25th meeting of the 8th board of directors and the 12th meeting of the 8th board of supervisors on August 30, 2021, and the second extraordinary general meeting of shareholders in 2021 on September 17, 2021, which deliberated and adopted the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not yet lifted, See details disclosed on www.cninfo.com on August 31, 2021 info. com.. cn. And the announcement on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted on China Securities Journal, securities times, securities daily and Shanghai Securities News (Announcement No.: 2021-75). China Securities Depository and Clearing Co., Ltd. Shenzhen Branch confirmed that it had completed the cancellation of this partial restricted stock repurchase on December 21, 2021. The relevant matters are hereby announced as follows:
1、 Relevant approval procedures performed
1. On July 13, 2020, the second meeting of the eighth board of directors and the second meeting of the eighth board of supervisors deliberated and adopted the
<公司 A 股限制性股票激励计划（草案 ）>
And its summary
<公司 A 股限制性股票激励计划实施考核管理办法>
The motion of the people’s Republic of China. The independent directors of the company expressed their independent opinions on the incentive plan.
2. From July 29, 2020 to August 16, 2020, the company publicized the names and positions of the proposed incentive objects granted by the A-share restricted stock incentive plan for the first time. During the publicity period, the board of supervisors of the company did not receive any objection to the list of proposed incentive objects.
3. On January 6, 2021, The company has received the reply of the state owned assets supervision and Administration Commission of the State Council on Chongqing Changan Automobile Company Limited(000625) implementing the restricted stock incentive plan (state owned assets examination score [2020] forwarded by China Ordnance Equipment Group Co., Ltd No. 652), the state owned assets supervision and Administration Commission of the State Council approved the company to implement the restricted stock incentive plan in principle. 4. On February 1, 2021, the 11th meeting of the 8th board of directors and the 7th Meeting of the 8th board of supervisors reviewed and adopted the
<公司 A 股限制性股票激励计 划（草案修订稿）>
And its summary
<公司 A 股限制性股票激励计划实施考核管理办法（修订稿）>
The motion of the people’s Republic of China. The independent directors of the company expressed their independent opinions on the revision of the incentive plan.
5. On February 2, 2021, the company disclosed the statement of the board of supervisors on the publicity and verification opinions of the list of incentive objects of the company’s A-share restricted stock incentive plan.
6. On February 18, 2021, the company held the first extraordinary general meeting of shareholders in 2021 and deliberated and adopted the
<公司 A 股限制性股票激励计划（ 草案修订稿）>
And its summary
<公司 A 股限制性股票激励计划实施考核管理办法（ 修订稿）>
Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
7. On February 22, 2021, the company held the 12th meeting of the 8th board of directors and the 8th meeting of the 8th board of supervisors, deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time in the A-share restricted stock incentive plan, the proposal on granting restricted shares to incentive objects of the A-share restricted stock incentive plan for the first time, and other proposals. The independent directors of the company expressed their independent opinions.
8. On March 3, 2021, the company completed the registration of restricted shares and disclosed the announcement on the completion of the registration of the first grant of A-share restricted stock incentive plan. 1247 incentive objects were actually granted, 76.1954 million restricted shares were granted, and the listing date of restricted shares was March 5, 2021.
9. On August 30, 2021, the company held the 25th meeting of the 8th board of directors and the 12th meeting of the 8th board of supervisors, deliberated and adopted the proposal on adjusting the repurchase price of A-share restricted stock incentive plan and the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted. The independent directors of the company expressed their independent opinions.
10. On September 17, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted.
2、 The reason, quantity, price and capital source of the repurchase and cancellation of restricted shares
1. Reason and quantity of repurchase cancellation
Due to the job transfer and resignation of the original 11 incentive objects, which have not met the provisions on Incentive objects in the company’s restricted stock incentive plan, the board of directors agreed to cancel all 740000 restricted shares granted to the above incentive objects but not lifted. Due to the implementation of the company’s equity distribution plan in 2020, The capital reserve is used to increase 4 shares for every 10 shares to all shareholders, and the adjusted number is 1036000 shares (accounting for 0.9712% of the number of restricted shares granted this time and 0.0136% of the current total share capital of the company), which shall be repurchased and cancelled by the company.
2. Repurchase price and pricing basis
According to the provisions of “II. Changes in personal conditions of incentive objects” in “Chapter XIII handling of changes in the company and incentive objects” of the company’s A-share restricted stock incentive plan, Among the above 11 persons, 308700 shares held by 5 persons are repurchased and cancelled according to the grant price (adjusted to 4.54 yuan / share); 727300 shares held by 6 persons are repurchased and cancelled according to the grant price (adjusted to 4.54 yuan / share) plus the interest calculated by the benchmark interest rate of time deposits for the same period published by the people’s Bank of China.
3. Source of repurchase funds
The source of repurchase funds is the company’s own funds.
3、 Capital verification and completion of repurchase and cancellation of some restricted shares
Ernst & Young Huaming Certified Public Accountants (special general partnership) verified the repurchase, cancellation of restricted shares and reduction of registered capital, and issued the capital verification report of Ernst & Young Huaming (2021) Yan Zi No. 60662431v01.
China Securities Depository and Clearing Co., Ltd. Shenzhen Branch confirmed that it had completed the cancellation of part of the company’s restricted stock repurchase on December 21, 2021. After the cancellation of this repurchase, the total share capital of the company was reduced from 7615428202 shares to 7614392202 shares.
4、 Changes in share capital structure after cancellation of this repurchase
Unit: shares
Share type before this change this change after this change
Number of shares proportion number of shares proportion of number of shares
1、 Shares with limited sales conditions 5030936656.61% – 10360005020576656.59%
2、 Shares with unlimited sales conditions 711233453793.39% 0 711233453793.41%
Total share capital 7615428202 100.00% – 1036000 7614392202 100.00%
Note: after the cancellation of this repurchase, the controlling shareholder of the company will not change, and the equity distribution of the company still meets the listing conditions.
It is hereby announced
Chongqing Changan Automobile Company Limited(000625) board of directors December 24, 2021
