Securities code: 000333 securities abbreviation: Midea Group Co.Ltd(000333) Announcement No.: 2021-115 Midea Group Co.Ltd(000333)
Announcement on repurchase and cancellation of some incentive shares of restricted stock incentive plan in 2018, 2019, 2020 and 2021
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.
The third meeting of the Fourth Board of directors of Midea Group Co.Ltd(000333) (hereinafter referred to as “the company” or ” Midea Group Co.Ltd(000333) “) was held on December 24, 2021. The meeting deliberated and adopted the proposal on repurchase and cancellation of some incentive shares of 2018 restricted stock incentive plan and the proposal on repurchase and cancellation of some incentive shares of 2019 restricted stock incentive plan The proposal on repurchase and cancellation of partial incentive shares of the 2020 restricted stock incentive plan and the proposal on repurchase and cancellation of partial incentive shares of the 2021 restricted stock incentive plan now explain the relevant matters as follows: I. decision-making procedures and approval of the 2018 restricted stock incentive plan
1. On March 29, 2018, Midea Group Co.Ltd(000333) the 30th meeting of the second board of directors deliberated and adopted the Midea Group Co.Ltd(000333) 2018 restricted stock incentive plan (Draft) (hereinafter referred to as “2018 restricted stock incentive plan (Draft)”) and its summary. The 22nd Meeting of the second board of supervisors approved the company’s 2018 restricted stock incentive plan (Draft) The list of incentive objects was checked. 2. On April 23, 2018, the company held the 2017 annual general meeting of shareholders, The proposal on the company’s 2018 restricted stock incentive plan (Draft) and its summary, the proposal on formulating the assessment measures for the implementation of the 2018 restricted stock incentive plan, the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2018 restricted stock incentive plan and other proposals related to the 2018 restricted stock incentive plan were reviewed and approved.
The number of restricted shares to be granted in this plan is 25.01 million, of which 22.21 million shares are granted to 344 people for the first time, accounting for 88.80% of the total amount of restricted shares granted this time; 2.8 million shares are reserved, accounting for 11.20% of the total restricted shares granted this time. The initial grant price is 28.77 yuan / share.
3. The company disclosed the 2017 profit distribution implementation announcement on April 26, 2018, and distributed cash of RMB 12.00 for every 10 shares to all shareholders based on the total share capital of 6584022574 shares. The registration date of this equity distribution is May 3, 2018, and the ex dividend date is May 4, 2018.
4. According to the authorization of Midea Group Co.Ltd(000333) 2017 annual general meeting of shareholders, the company held the 33rd meeting of the second board of directors on May 7, 2018, deliberated and adopted the proposal on adjusting the first grant price, list of incentive objects and grant quantity of the company’s 2018 restricted stock incentive plan The proposal on determining the first grant date of the company’s restricted stock incentive plan in 2018 and the proposal on matters related to the first grant of the company’s restricted stock incentive plan in 2018 determine that the first grant date of the restricted stock is May 7, 2018, and agree that the company will grant 22.15 million restricted shares to 343 incentive objects for the first time, The initial grant price was adjusted from 28.77 yuan / share to 27.57 yuan / share.
5. The company plans to grant 22.15 million reserved restricted shares to 343 incentive objects this time. However, after the grant date, the total of 1.58 million restricted shares granted by 24 incentive objects will be cancelled because they give up their subscription. Therefore, the actual number of incentive objects granted by the company for the first time is 319, and the actual number of restricted shares granted is 20.57 million. Guangdong Zhengzhong Zhujiang Certified Public Accountants (special general partnership) issued the capital verification report (gkyz [2018] No. g18027340015) on June 8, 2018 As of June 6, 2018, the company verified the paid in situation of the newly increased registered capital and share capital of restricted A-Shares issued by the company for the first time to 319 incentive objects under the 2018 restricted stock incentive plan. After verification, as of June 6, 2018, the company has received the subscription amount of restricted shares paid by 319 restricted stock incentive objects of RMB 567114900.00, including an increase in share capital of RMB 20570000.00 and an increase in capital reserve of RMB 546544900.00.
6. According to the relevant provisions of the administrative measures, the company has completed the registration of the first grant of the restricted stock incentive plan in 2018 after being reviewed and confirmed by Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., and the listing date of the first granted restricted stock is June 21, 2018.
7. According to the authorization of Midea Group Co.Ltd(000333) 2017 annual general meeting of shareholders, on March 11, 2019, the company held the 8th meeting of the third board of directors, deliberated and adopted the proposal on granting 2018 reserved restricted shares to incentive objects, and determined that the reserved granting date of this restricted shares is March 11, 2019, It is agreed that the company will grant 2.56 million reserved restricted shares to 34 incentive objects at a grant price of 23.59 yuan / share. The sixth meeting of the third board of supervisors verified the list of incentive objects granted by the company to reserved restricted shares in 2018.
8. The company plans to grant 2.56 million reserved restricted shares to 34 incentive objects this time. However, after the grant date, due to two incentive objects giving up their subscription, the total of 140000 restricted shares granted to them will be cancelled. Therefore, the actual number of incentive objects reserved for granting restricted shares is 32, and the actual number of restricted shares reserved for granting is 2.42 million. Zhonghui Certified Public Accountants (special general partnership) issued the capital verification report [2019] No. 2446 on April 27, 2019 As of April 23, 2019, the company has verified the paid in situation of the newly increased registered capital and share capital of restricted A-Shares issued to 32 incentive objects according to the 2018 restricted stock incentive plan. After verification, as of April 23, 2019, the company has received the subscription amount of restricted shares paid by 32 restricted stock incentive objects of RMB 57087800.00, including an increase in share capital of RMB 2420000.00 and an increase in capital reserve of RMB 54667800.00.
9. According to the relevant provisions of the administrative measures of China Securities Regulatory Commission, the company has completed the grant registration of reserved restricted shares in the 2018 restricted stock incentive plan after being reviewed and confirmed by Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., and the listing date of reserved restricted shares is May 10, 2019.
10. The company has disclosed the announcement on the implementation of profit distribution in 2018 on May 23, 2019. The actual equity distribution plan of the company in 2018 is: Based on the total number of 6565827689 shares that can participate in the distribution after the company’s existing total share capital 6605842687 shares and excluding 40014998 repurchased shares, and in accordance with the principle of constant total distribution, RMB 13.039620 in cash is distributed to all shareholders for every 10 shares. The equity registration date of this equity distribution is May 29, 2019, and the ex right and ex interest date is May 30, 2019.
11. The company held the 12th meeting of the third board of directors on May 30, 2019, and deliberated and passed the proposal on adjusting the repurchase price of the company’s 2018 restricted stock incentive plan. According to the implementation arrangement of profit distribution in 2018, the repurchase price granted for the first time by the 2018 restricted stock incentive plan will be adjusted from 27.57 yuan / share to 26.27 yuan / share, The repurchase price reserved for grant will be adjusted from 23.59 yuan / share to 22.29 yuan / share.
At the same time, the proposal on repurchase and cancellation of some incentive shares in the 2018 restricted stock incentive plan was reviewed and approved, and it was agreed to repurchase and cancel a total of 1238500 restricted shares granted to 21 incentive objects but not lifted due to their resignation and job adjustment.
12. The company submitted an application to CSDCC Shenzhen Branch for cancellation of 1238500 restricted shares granted to the incentive object of restricted shares granted for the first time in 2018 but not yet lifted the restriction. On July 23, 2019, upon review and confirmation by CSDCC Shenzhen Branch, the company has completed the repurchase and cancellation of all the above restricted shares.
13. The company held the 17th meeting of the third board of directors on January 10, 2020, deliberated and approved the proposal on repurchase and cancellation of some incentive shares of the restricted stock incentive plan in 2017, 2018 and 2019, and agreed that due to the resignation of the incentive object and violation of the “company red line” A total of 1.5865 million restricted shares granted to 33 incentive objects but not yet lifted were repurchased and cancelled due to non-compliance of personal performance and job adjustment.
14. The company submitted an application to CSDCC Shenzhen Branch for cancellation of 1586500 restricted shares granted to restricted stock incentive objects in 2018 but not yet lifted the restriction. On March 10, 2020, upon review and confirmation by CSDCC Shenzhen Branch, the company has completed the repurchase and cancellation of all the above restricted shares.
15. The company has disclosed the announcement on the implementation of profit distribution in 2019 on May 27, 2020. The annual equity distribution plan of the company in 2019 is: Based on 6999467315 shares of the company’s existing total share capital and 6957181058 shares that can participate in the distribution after deducting 4228625 shares repurchased in the special repurchase account, the company will distribute 16 yuan in cash to all shareholders for every 10 shares, The registration date of this equity distribution is June 1, 2020, and the ex right and ex interest date is June 2, 2020.
On June 5, 2020, the company held the 21st Meeting of the third board of directors, deliberated and passed the proposal on adjusting the repurchase price of the company’s 2018 restricted stock incentive plan. According to the implementation arrangement of profit distribution in 2019, the repurchase price granted for the first time in 2018 restricted stock incentive plan will be adjusted from 26.27 yuan / share to 24.68 yuan / share, The repurchase price reserved for grant will be adjusted from 22.29 yuan / share to 20.70 yuan / share.
As well as the proposal on the achievement of the unlocking conditions for the first lifting of the sales restriction period granted by the restricted stock incentive plan in 2018, a total of 231 incentive objects met the unlocking conditions, and the number of restricted shares that can apply for unlocking and listed for circulation is 3704125, accounting for 0.0529% of the total share capital of the company, The listing and circulation date of the restricted shares is July 1, 2020.
16. The company submitted an application to CSDCC Shenzhen Branch for cancellation of 1021000 restricted shares granted to restricted stock incentive objects in 2018 but not yet lifted the restriction. On July 31, 2020, upon review and confirmation by CSDCC Shenzhen Branch, the company has completed the repurchase and cancellation of all the above restricted shares. 17. On January 5, 2021, the company held the 28th meeting of the third board of directors, deliberated and approved the proposal on repurchase and cancellation of some incentive shares of the 2018 restricted stock incentive plan, and agreed that due to the resignation of the incentive object For reasons such as job adjustment and violation of the “company red line”, a total of 1009501 restricted shares granted to 22 incentive objects but not lifted were repurchased and cancelled.
18. The company submitted an application to CSDCC Shenzhen Branch to cancel the 1009501 restricted shares granted to restricted stock incentive objects in 2018 but not yet lifted the restriction. On May 24, 2021, upon review and confirmation by CSDCC Shenzhen Branch, the company has completed the repurchase and cancellation of all the above restricted shares. 19. The company has disclosed the announcement on the implementation of profit distribution in 2020 on May 27, 2021, and distributed RMB 16.005847 in cash to all shareholders for every 10 shares based on the total number of 6913968359 shares of the company’s existing total share capital of 7045159320 shares minus 131190961 shares repurchased in the special repurchase account, The registration date of this equity distribution is June 1, 2021, and the ex right and ex interest date is June 2, 2021.
20. On June 4, 2021, the company held the 34th meeting of the third board of directors, deliberated and adopted the proposal on adjusting the repurchase price of the company’s restricted stock incentive plan in 2018. According to the implementation arrangement of profit distribution in 2020, the repurchase price of the restricted stock incentive plan in 2018 will be adjusted accordingly, The repurchase price of the first grant will be adjusted from 24.68 yuan / share to 23.11 yuan / share, and the repurchase price of the reserved grant will be adjusted from 20.70 yuan / share to 19.13 yuan / share.
At the same time, the proposal on the repurchase and cancellation of some incentive shares in the restricted stock incentive plan in 2018 was reviewed and approved, and it was agreed that 67 incentive objects had been approved due to the resignation of incentive objects, job adjustment, non-compliance of individual and unit performance assessment in 2020 and other reasons
