Securities code: 002189 securities abbreviation: Costar Group Co.Ltd(002189) Announcement No.: 2021-082 Costar Group Co.Ltd(002189)
Announcement on repurchase and cancellation of some equity incentive 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.
Costar Group Co.Ltd(002189) (hereinafter referred to as “the company”) convened the 23rd (Interim) meeting of the 5th board of directors and the 17th meeting of the 5th board of supervisors on December 27, 2021, deliberated and adopted the proposal on repurchase and cancellation of some equity incentive restricted shares. The relevant information is hereby announced as follows:
1、 Implementation of the company’s restricted stock incentive plan
1. On December 2, 2018, the company held the 20th meeting of the 4th board of directors, which deliberated and adopted the
<公司限制性股票激励计划（草案）>
And its abstract, the related directors abstained from voting on the relevant proposals, and the independent directors of the company expressed their agreed independent opinions. On the same day, the 17th meeting of the 4th board of supervisors of the company deliberated and adopted the
<公司限制性股票激励计划（草案）>
And its summary, and checked the list of incentive objects.
2. On January 15, 2019, the company disclosed the announcement that the first restricted stock incentive plan was approved by the SASAC of the State Council, and the company’s restricted stock incentive plan was approved by the SASAC of the State Council.
3. On January 16, 2019, the company held the 21st Meeting of the 4th board of directors, which deliberated and adopted the
<公司限制性股票激励计划（草案修订稿）>
And its abstract, the related directors abstained from voting on the relevant proposals, and the independent directors of the company expressed their agreed independent opinions. On the same day, the 18th meeting of the 4th board of supervisors of the company deliberated and adopted the
<公司限制性股票激励计划（草案修订稿）>
And its abstract.
4. On February 1, 2019, the company held the first extraordinary general meeting of shareholders in 2019 and deliberated and adopted the
<公司限制性股票激励计划（草案修订稿）>
And its abstract, and make a self-examination announcement on the trading of the company’s shares by insiders of the restricted stock incentive plan.
5. On February 14, 2019, the company held the 22nd Meeting of the 4th board of directors, deliberated and adopted the proposal on granting restricted shares to the incentive objects of the company’s restricted stock incentive plan, the related directors avoided voting on the relevant proposals, and the independent directors of the company issued their agreed independent opinions. On the same day, the above proposal was considered and adopted at the 19th meeting of the Fourth Board of supervisors of the company.
6. On April 26, 2019, the company announced the announcement on the completion of the registration of the first grant of restricted shares. The company completed the share registration in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. The company actually granted a total of 1767000 restricted shares to 103 incentive objects for the first time, and the listing date of restricted shares is April 29, 2019.
7. On November 28, 2019, according to the authorization of the company’s first extraordinary general meeting in 2019, the company held the fifth meeting of the Fifth Board of directors and the fourth meeting of the Fifth Board of supervisors, deliberated and adopted the proposal on the reserved share grant scheme of the company’s restricted stock incentive plan respectively, and agreed to take November 28, 2019 as the grant date, 196300 reserved restricted shares were granted to 4 eligible incentive objects. The independent directors have expressed their independent opinions on the grant of reserved shares; The board of supervisors of the company reviewed the list of reserved share incentive objects and other related matters and issued verification opinions; The lawyer expressed relevant opinions on this.
8. On December 25, 2019, the company announced the announcement on the completion of the registration of the first grant of restricted shares. The company completed the share registration in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. The company actually granted 196333 restricted shares to 4 incentive objects, and the listing date of restricted shares is December 25, 2019.
9. On August 24, 2020, the 9th meeting of the 5th board of directors and the 7th Meeting of the 5th board of supervisors considered and approved the proposal on repurchase and cancellation of some restricted shares, and agreed to repurchase and cancel 43000 restricted shares granted but not unlocked by Guo Hongyuan, Liu Chicheng and Wang Yongjie, the former incentive objects who have resigned, The independent directors of the company expressed their independent opinions on relevant matters and agreed to submit the proposal to the general meeting of shareholders for deliberation. The lawyer expressed relevant opinions on this.
10. On September 14, 2020, the first extraordinary general meeting of the company in 2020 deliberated and approved the proposal on repurchase and cancellation of some restricted shares. Agree to repurchase and cancel the 43000 restricted shares granted but not unlocked by the former incentive objects Guo Hongyuan, Liu Chicheng and Wang Yongjie. At the same time, the company disclosed the announcement on repurchase and cancellation of some restricted shares and notice to creditors on cninfo.com.
11. On December 18, 2020, the company announced the announcement on the completion of repurchase and cancellation of some restricted shares. The company completed the formalities for repurchase and cancellation of restricted shares in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the completion of this repurchase and cancellation, the total share capital of the company was changed from 262568166 shares to 262525166 shares. 12. On April 19, 2021, the 15th meeting of the 5th board of directors and the 10th meeting of the 5th board of supervisors deliberated and adopted the proposal on repurchase and cancellation of some restricted shares, and agreed to repurchase and cancel 60000 restricted shares granted but not unlocked by the former incentive objects Zhao Feng and Zhou Pengjie who have resigned, The independent directors of the company expressed their independent opinions on relevant matters and agreed to submit the proposal to the general meeting of shareholders for deliberation. The lawyer expressed relevant opinions on this.
13. On May 11, 2021, the 2020 annual general meeting of shareholders of the company considered and approved the proposal on repurchase and cancellation of some restricted shares. Agree to repurchase and cancel 60000 restricted shares granted but not unlocked by the former incentive objects Zhao Feng and Zhou Pengjie who have resigned. At the same time, the company disclosed the announcement on repurchase and cancellation of some restricted shares and notice to creditors on cninfo.com.
14. On June 2, 2021, the company announced the announcement on the completion of repurchase and cancellation of some restricted shares. The company completed the formalities for repurchase and cancellation of restricted shares in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the completion of this repurchase and cancellation, the total share capital of the company was changed from 262525166 shares to 262465166 shares.
15. On June 7, 2021, the 16th meeting of the 5th board of directors and the 11th meeting of the 5th board of supervisors considered and approved the proposal on repurchase and cancellation of some restricted shares, and agreed to repurchase and cancel 59000 restricted shares of Xing Chunsheng and Wang Yanrong, two incentive objects who did not meet the incentive conditions, The independent directors of the company expressed their independent opinions on relevant matters and agreed to submit the proposal to the general meeting of shareholders for deliberation. The lawyer expressed relevant opinions on this.
16. On June 23, 2021, the company announced the suggestive announcement on lifting the listing and circulation of restricted shares in the first release period of restricted shares granted by the restricted stock incentive plan for the first time. As Wang Yanrong has resigned, it does not meet the unlocking conditions for the first batch of release of restrictions.
17. On June 24, 2021, the first extraordinary general meeting of the company in 2021 deliberated and approved the proposal on repurchase and cancellation of some restricted shares. Agree to repurchase and cancel 59000 restricted shares granted but not unlocked by Xing Chunsheng and Wang Yanrong, the former incentive objects who have resigned. At the same time, the company disclosed the announcement on repurchase and cancellation of some restricted shares and notice to creditors on cninfo.com.
18. On July 7, 2021, the company carried out profit distribution in 2020. The above shares to be repurchased held by Xing Chunsheng and Wang Yanrong also participated in cash dividends. According to the relevant provisions of the company’s restricted stock incentive plan (Revised Draft), it is necessary to adjust the repurchase price of the above restricted shares of the two persons accordingly.
19. On August 11, 2021, the 18th (Interim) meeting of the 5th board of directors and the 12th meeting of the 5th board of supervisors deliberated and adopted the proposal on adjusting the repurchase price of restricted shares. The independent directors of the company expressed their independent opinions on relevant matters, and lawyers expressed relevant opinions.
20. On September 8, 2021, the company announced the announcement on the completion of the repurchase and cancellation of some restricted shares. The company completed the repurchase and cancellation of restricted shares in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the repurchase and cancellation, the total share capital of the company was changed from 262465166 shares to 262406166 shares.
21. On December 27, 2021, The company held the 23rd (Interim) meeting of the 5th board of directors and the 17th meeting of the 5th board of supervisors, and deliberated and adopted the proposal on the achievement of the conditions for the release of restrictions during the first release period of the company’s restricted stock incentive plan , agreed to unlock the 48620 restricted shares held by the three incentive objects who met the unlocking conditions, and the independent directors expressed independent opinions.
2、 Reason, quantity, price, pricing basis and capital source for cancellation of this repurchase
1. Reasons for repurchase cancellation
Among the 103 incentive objects first granted by the company in April 2019, Wang Jinhong resigned due to retirement, and Xiao Bing, Feng Wenxin and Zhang Xiaobin resigned due to personal reasons. The company has agreed to their resignation application and completed the resignation procedures; Among the four incentive objects reserved for grant in December 2019, Wang Zhiliang resigned due to retirement, According to Chapter 13 of the company’s restricted stock incentive plan (Revised Draft): “If the incentive object resigns voluntarily, the restricted shares granted to the incentive object but not yet lifted according to the plan shall not be lifted, and the company shall repurchase and cancel them at the lower of the grant price and the current market price; if the incentive object resigns due to retirement, the restricted shares granted to the incentive object reach the unlocking period in the current year and meet the unlocking performance evaluation conditions, the unlocked part shall be cancelled Apply for unlocking within half a year after retirement; If the unlocking is not applied for within the above-mentioned period, the corresponding part of restricted shares and the remaining unlocked restricted shares shall be repurchased and cancelled after the current unlocking date at the grant price plus the interest calculated at the time deposit interest rate published by the people’s Bank of China at the time of repurchase. ” Therefore, the company plans to cancel the restricted stock repurchase that has not been unlocked previously granted to the five incentive objects.
2. Repurchase cancellation quantity
The Company repurchased and cancelled 96703 restricted shares granted but not unlocked to the five incentive objects who had resigned. It is expected that after the completion of this repurchase and cancellation, the total number of shares of the company will be changed from 262406166 shares to 262309463 shares.
The details of repurchase are as follows:
Serial number name proposed repurchase quantity
1 Wang Zhiliang 33053
2 Wang Jinhong 25460
3. Xiao Bing 20100
4 Feng Wenxin 10050
5 Zhang Xiaobin 8040
3. Repurchase price and pricing basis
According to the company’s restricted stock incentive plan (Revised Draft) According to the relevant provisions of the company, if the company pays dividends, distributes stock dividends, converts capital reserve into share capital, splits shares, shrinks shares or allots shares after the grant of restricted shares, which affects the amount of the company’s total share capital or the company’s stock price, the company shall adjust the repurchase price of restricted shares that have not been lifted accordingly. The adjustment method is as follows:
(1) Dividend
P＝P0-V
Where: P is the adjusted repurchase price; P0 is the grant price before adjustment; V is the dividend per share. On May 7, 2019, the company held the 2018 annual general meeting of shareholders, deliberated and approved the company’s 2018 profit distribution plan, and implemented relevant profit distribution on June 24, 2019. The 2018 equity distribution plan is based on the company’s total share capital of 262371833 shares, Distribute RMB 0.625757 cash (including tax) to all shareholders for every 10 shares; the company held the 2019 annual general meeting on May 19, 2020, reviewed and approved the company’s 2019 profit distribution plan, and implemented relevant profit distribution on July 1, 2020. 2
