Securities code: Guangdong Rifeng Electric Cable Co.Ltd(002953) securities abbreviation: Guangdong Rifeng Electric Cable Co.Ltd(002953) Announcement No.: 2022007 bond Code: 128145 bond abbreviation: RiFeng convertible bond
Guangdong Rifeng Electric Cable Co.Ltd(002953)
Announcement on 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.
Guangdong Rifeng Electric Cable Co.Ltd(002953) (hereinafter referred to as "the company") held the 27th meeting of the 4th board of directors on March 4, 2022, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares. The repurchase and cancellation of restricted shares need to be submitted to the general meeting of shareholders for deliberation. The relevant matters are explained as follows:
1、 The approval procedures of the incentive plan have been fulfilled
1. On August 14, 2020, the company held the fifth meeting of the Fourth Board of directors, deliberated and adopted the proposal on the company's 2020 restricted stock incentive plan (Draft) and its summary Proposal on the management measures for the implementation and assessment of the company's 2020 restricted stock incentive plan and proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The independent directors of the company expressed independent opinions on this, and lawyers and other intermediaries issued corresponding reports. On the same day, the company held the fifth meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on the company's 2020 restricted stock incentive plan (Draft) and its summary The proposal on the management measures for the implementation and assessment of the company's 2020 restricted stock incentive plan and the proposal on verifying the list of incentive objects first granted by the company's 2020 restricted stock incentive plan.
2. From August 17, 2020 to August 26, 2020, the company publicized the names and positions of the incentive objects granted for the first time on the internal bulletin board of the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects proposed in the incentive plan. On August 31, 2020, the board of supervisors of the company issued the verification opinions and publicity statement on the list of incentive objects first granted by the company's 2020 restricted stock incentive plan. After verification, the board of supervisors believed that the incentive objects listed in the incentive plan met the conditions specified in relevant laws, regulations and normative documents, and they were legal and legal as the incentive objects of the incentive plan Effective.
3. On September 4, 2020, the company held the third extraordinary general meeting of shareholders in 2020, deliberated and adopted the proposal on the company's 2020 restricted stock incentive plan (Draft) and its summary The lawyer issued corresponding legal opinions on the proposal on the management measures for the implementation and assessment of the company's 2020 restricted stock incentive plan and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. On the same day, the company released the self inspection report on the trading of company shares by insiders and incentive objects of the 2020 restricted stock incentive plan.
4. On September 9, 2020, the company held the 8th meeting of the 4th board of directors and the 7th Meeting of the 4th board of supervisors, which deliberated and approved the proposal on adjusting the incentive objects and the number of restricted shares granted for the first time in the 2020 restricted stock incentive plan and the proposal on granting restricted shares to the incentive objects of the 2020 fixed-term stock incentive plan for the first time, The independent directors of the company expressed independent opinions on this, and lawyers and other intermediaries issued corresponding reports.
5. On September 21, 2020, the company disclosed the announcement on the completion of the registration of the first grant of restricted shares in 2020 incentive plan, and the board of directors of the company completed the registration of the first grant of restricted shares in this incentive plan. 1799836 restricted shares were actually granted to 49 incentive objects, and the listing date of the granted restricted shares was September 22, 2020.
6. On November 10, 2020, the company held the 12th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares. The independent directors of the company expressed independent opinions on this, and lawyers and other intermediaries issued corresponding reports.
7. On January 27, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of some restricted shares. On the same day, the company issued the capital reduction announcement on repurchase and cancellation of some restricted shares.
8. On April 26, 2021, the company held the 16th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares.
9. On May 20, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on repurchase and cancellation of some restricted shares. On the same day, the company issued the capital reduction announcement on repurchase and cancellation of some restricted shares.
10. On June 17, 2021, the company held the 18th meeting of the 4th board of directors and the 15th meeting of the 4th board of supervisors, deliberated and adopted the proposal on adjusting the repurchase price and repurchase quantity of restricted shares in 2020. The independent directors of the company expressed independent opinions on this, and lawyers and other intermediaries issued corresponding reports. On the same day, the company issued the supplementary announcement on capital reduction of repurchase and cancellation of some restricted shares.
11. On March 4, 2022, the company held the 27th meeting of the 4th board of directors and the 20th meeting of the 4th board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares. The independent directors of the company issued independent opinions on this, and lawyers and other intermediaries issued corresponding reports.
2、 Reasons, quantity, price and source of funds for repurchase and cancellation of some restricted shares
1. Reasons for repurchase and cancellation of some restricted shares
The three incentive objects in the first part of the incentive plan have resigned for personal reasons.
According to "(II) in Chapter 13" handling of changes in the company / incentive object "of the company's 2020 restricted stock incentive plan (Draft) The incentive object leaves the company due to resignation, layoffs, no renewal at the expiration of the contract, and is dismissed by the company due to personal fault. The restricted shares granted to the incentive object but not yet lifted shall not be lifted. The company shall repurchase and cancel them according to the grant price. Before leaving the company, the individual income tax on the lifted restricted shares shall be paid. " According to the regulations of the company, the company plans to repurchase and cancel the restricted shares granted to the above three resigned incentive objects but not lifted.
2. Repurchase cancellation quantity
46368 restricted shares that have been granted but have not yet been lifted are to be repurchased and cancelled. The 46368 restricted shares to be repurchased and cancelled account for 1.84% of the total number of restricted shares granted (251977 shares) and 0.019% of the current total share capital of the company (243360219 shares).
3. Repurchase price and source of repurchase funds
The price of the restricted shares granted to the resigned incentive objects but not yet released from the restriction on sales to be repurchased and cancelled this time is the same as the first grant price of this incentive plan.
According to the proposal on adjusting the repurchase price and repurchase quantity of restricted shares in 2020 deliberated and adopted at the 18th meeting of the Fourth Board of directors of the company, the repurchase price of restricted shares is 9.736 yuan / share. The source of funds for the repurchase of restricted shares is the company's own funds, and the total amount of funds to be used for the repurchase is about RMB 451438848.
3、 Share capital structure after the completion of this repurchase and cancellation
After the cancellation of this repurchase, the total share capital of the company will be reduced from 243360219 shares to 243313851 shares. The changes in the capital structure of the company are as follows:
Before and after this change
Nature of shares (shares)
Proportion of quantity (shares) (%) proportion of quantity (shares) (%)
1、 Tradable shares with limited sales conditions 16860130969.28% - 4636816855494169.27%
2、 30.72% - 30.73% of tradable shares without sale conditions
3、 Total share capital 243360219100% - 46368243313851100%
Note: the final situation of the above changes in share capital structure shall be subject to the share capital structure table issued by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch after the completion of repurchase and cancellation.
After the cancellation of this repurchase, the controlling shareholders and actual controllers of the company will not change. The equity distribution of the company still meets the listing conditions. At the same time, the incentive plan will continue to be implemented in accordance with the requirements of laws and regulations.
4、 Impact of this repurchase cancellation on the company
The repurchase and cancellation of some restricted shares will not have a material impact on the company's financial status and operating performance, the diligence of the company's management team, the continued implementation of the company's 2020 restricted stock incentive plan, and the interests of the company and all shareholders. The management team of the company will continue to perform its duties and try its best to create value for shareholders.
5、 Opinions of independent directors, board of supervisors and lawyers
1. Independent opinions of independent directors
Upon review, the independent directors believe that:
The company will buy back and cancel 46368 shares of restricted shares that have been granted but have not yet been lifted, as the three incentive objects first granted by the company's restricted stock incentive plan in 2020 quit for personal reasons and no longer meet the qualification of incentive objects. The repurchase and cancellation of restricted shares complies with the provisions of relevant laws, regulations and normative documents, such as the measures for the administration of equity incentive of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the 2020 restricted stock incentive plan (Draft), and the procedures are legal and compliant, The repurchase and cancellation of some restricted shares by the company will not affect the continuous operation of the company, nor will it damage the interests of the company and shareholders, especially minority shareholders.
2. Opinions of the board of supervisors:
After review, the board of supervisors believes that:
In accordance with the measures for the administration of equity incentive of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the 2020 restricted stock incentive plan (Draft), the board of supervisors reviewed the number and price of restricted shares that some incentive objects need to repurchase and cancel due to resignation, It is believed that the repurchase and cancellation of some restricted shares this time complies with the provisions of equity incentive of listed companies, and it is agreed that the company will repurchase and cancel 46368 restricted shares in total according to relevant provisions, and the repurchase price is 9.736 yuan / share.
3. Lawyer's legal opinion
Beijing Guofeng law firm believes that Guangdong Rifeng Electric Cable Co.Ltd(002953) this repurchase and cancellation of some restricted shares complies with the provisions of the company law, the securities law, the administrative measures and the incentive plan. As of the date of issuance of this supplementary legal opinion, Guangdong Rifeng Electric Cable Co.Ltd(002953) has fulfilled the procedures that should be performed at this stage of repurchase cancellation, except that the relevant procedures for capital reduction and share cancellation registration have yet to be handled in accordance with the company law, the articles of association and relevant provisions. 6、 Documents for future reference
1. Resolutions of the 27th meeting of the 4th board of directors;
2. Resolutions of the 20th meeting of the 4th board of supervisors;
3. Independent opinions of independent directors on matters related to the 27th meeting of the Fourth Board of directors;
4. Legal opinion of Beijing Guofeng law firm on matters related to the third repurchase and cancellation of restricted shares of Guangdong Rifeng Electric Cable Co.Ltd(002953) 2020 restricted stock incentive plan.
It is hereby announced
Guangdong Rifeng Electric Cable Co.Ltd(002953) board of directors March 5, 2022
