Securities code: 002542 securities abbreviation: China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) Announcement No.: 2021-109 China Zhonghua Geotechnical Engineering Group Co.Ltd(002542)
Suggestive announcement on issuing shares to purchase assets and listing and circulation of 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.
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1. This release of restricted shares is part of the non-public offering of issuing shares to purchase assets, with a number of 17086386 shares, accounting for 0.9464% of the total share capital of China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) (hereinafter referred to as ” China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) ” or “the company”);
2. The listing and circulation date of the restricted shares released this time is December 28, 2021.
1、 Acquisition of restricted shares this time
On December 1, 2016, the company received the reply on approving China Zhonghua Geotechnical Engineering Group Co.Ltd(002542) Engineering Co., Ltd. to issue shares to Wang Jian and others to purchase assets (CSRC license [2016]) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) No. 2843), approved the company to issue shares to 22 shareholders including Wang Jian, Wu Xianglei and Wang Yonggang to purchase relevant assets, including 52500000 shares, which were listed on Shenzhen Stock Exchange on December 28, 2016.
The subscription object, subscription quantity and restricted period of the shares issued this time are as follows:
No. name of subscription object description of subscription quantity and sales restriction period
(shares)
Wang Jian promises that the issued shares obtained this time shall not be transferred within 36 months from the date of listing. The shares transferred within 12 months after the expiration of the lock up period shall not exceed 25% of the shares obtained in this transaction within 1 Wang Jian 1821677936 months, the shares transferred within 24 months after the expiration of the lock up period + 24 months shall not exceed 50% of the shares obtained in this transaction, and the remaining shares may be transferred after the expiration of the lock up period of 2 to 14 months.
Wu Xianglei promises that the issued shares obtained this time shall not be transferred within 36 months from the date of listing. The shares transferred within 12 months after the expiration of 36 months of the lock up period shall not exceed 25% of the shares obtained by Wu Xianglei 6216963 + 24 months in this transaction, the shares transferred within 24 months after the expiration of the lock up period shall not exceed 50% of the shares obtained in this transaction, and the remaining shares can be transferred 24 months after the expiration of the lock up period.
Shanghai Liyu enterprise
3. After managing the partnership for 611504536 months, the sales restriction has been lifted
(limited partnership)
No. name of subscription object description of subscription quantity and sales restriction period
(shares)
Wang Yonggang promised that the issued shares obtained this time shall not be transferred within 36 months from the date of listing. The shares transferred by Wang Yonggang within 12 months after the expiration of 36 months of the lock up period shall not exceed 25% of the shares obtained in this transaction by his 4 (company supervisor) 9739024 + 24 months, the shares transferred within 24 months after the expiration of the lock up period shall not exceed 50% of the shares obtained in this transaction, and the remaining shares can be transferred after 24 months after the expiration of the lock up period.
5 Feng Ying, sales restrictions have been lifted in 201219536 months
6. Deng Zhongwen has lifted the sales restriction for 36 months in 2012
7 Ye Nan’s sales restrictions have been lifted for 36 months in 2012
8. Yang Shaoling has lifted the sales restriction for 36 months in 2012
9 Yang Yong, sales restrictions have been lifted in 36 months of 2012
10. Liu Guomin has lifted the sales restriction for 13414636 months
11 Yan Lei 13414636 months has lifted the sales restriction
12 Shang Lianfeng has lifted the sales restriction for 13414636 months
13. Wang Xiujuan has lifted the sales restriction for 13414636 months
14 Guo Jianhong 6707336 months has lifted the sales restriction
15 Feng Lu 6707336 months has lifted the sales restriction
16 Wang Lijuan 6707336 months has lifted the sales restriction
17 Cui Zhulong 2682936 months has lifted the sales restriction
18 Bai Xuefeng 2682936 months has lifted the sales restriction
19 Wang Zhenpeng 2682936 months has lifted the sales restriction
20 Liu Yuansi 2682936 months has lifted the sales restriction
21 Gu Anhui has lifted the sales restriction for 1341436 months
22 Wang Qiliang 853658536 months has lifted the sales restriction
Total 52500000–
After the issuance, the total share capital of the company increased to 1800000000 shares.
Upon deliberation and approval of the second extraordinary meeting of the third board of directors, the third extraordinary general meeting of shareholders in 2017 and the seventh extraordinary meeting of the third board of directors, on November 2, 2017, the company submitted to the company, including senior managers, middle managers Seven incentive objects, including core technical (business) personnel, were granted 11 million restricted shares. After the new shares were listed, the total share capital of the company was 1811000000 shares.
On April 25, 2019, the company held the 26th meeting of the third board of directors and the 16th meeting of the third board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of restricted shares granted without reaching the conditions for lifting the restrictions on sale, It is agreed that the company will buy back and cancel the total number of restricted shares granted but not unlocked due to personal performance appraisal not meeting the unlocking conditions in accordance with the relevant provisions of the 2017 restricted stock incentive plan (Draft)
5.5 million shares. The above-mentioned repurchase and cancellation of restricted shares of the company was completed on August 13, 2019. Total shares of the company
The company reduced 5.5 million shares, and the convertible corporate bonds issued by the company began to be converted into shares from September 21, 2018.
As of the date of this announcement, the total number of shares of the company is 1805339752, and the restricted shares have not been lifted
The number of shares is 319363251, including 302276865 senior management locked shares and 17086386 restricted shares after the initial offering
Shares.
2、 Application for lifting restricted shares and circulation arrangements
The application for lifting the restrictions on sale involves three subscribers, Wang Jian, Wu Xianglei and Wang Yonggang, and the number of shares lifted
The number of shares is 17086386, accounting for 1.1368% of the shares with unlimited after-sales conditions, accounting for the total shares of the company
The proportion of this is 0.9464%, and the listing and circulation date is December 28, 2021.
3、 The listing and circulation arrangement of restricted shares
1. The number of shareholders lifting the restrictions on sales this time is 3, all of whom are natural person shareholders.
2. The details of the lifting of restrictions on the sale and listing of shares are as follows:
Number of shares held restricted share capital this time the restrictions on sale are lifted this time the restrictions on sale are lifted this time the total number of shares (shares) of the shareholders who have lifted the restrictions on sale (shares) the number of restricted shares (shares) accounts for the proportion of the after-sale restricted shares in the total shares pledged or frozen for sale (shares)
Wang Jian 137167799108391083910.6060% 0.5045% 9108391
Wu Xianglei 3885643310848331084830.2068% 0.1722%-
Wang Yonggang 7071640486951248695120.3240% 0.2697%-
Total 2467406217086386170863861.1368% 0.9464%-
Note: 1. The number of the above-mentioned shareholders Wang Jian, Wu Xianglei and Wang Yonggang whose sales restrictions are lifted this time is their purchase of shares in issue
Buy 50% of the shares obtained in the non-public offering of assets.
2. Wang Yonggang, the shareholder, was appointed as the supervisor of the 4th board of supervisors of the company in accordance with the regulations of Shenzhen Stock Exchange on stock listing
Relevant provisions such as the “rules” and the decisions made by the directors, supervisors and senior managers of the company holding shares before listing
Undertake that during his term of office, the shares transferred each year shall not exceed 50% of the total shares of the company directly and indirectly held by him
25%, and no longer buy the shares of the issuer within six months after the sale, and no longer sell the company within six months after the purchase
Company shares; Within half a year after resignation, he shall not transfer his shares in the company.
3. The shareholders who lifted the restrictions on the sale of shares did not occupy the funds of the listed company, nor did the company
Illegal guarantee.
4、 Changes in the company’s share capital structure before and after the lifting of restrictions on sales
Nature of shares before this change after this change
Quantity (share) proportion quantity (share) quantity (share) proportion
1、 Restricted tradable shares 31936325117.69% – 170863863022786516.74%
/Non tradable shares
2、 Circulation without sale conditions 148597650182.31% 170863861503062887
