Securities code: Zhejiang Yinlun Machinery Co.Ltd(002126) securities abbreviation: Zhejiang Yinlun Machinery Co.Ltd(002126) Announcement No.: 2022020 bond Code: 127037 bond abbreviation: Silver wheel convertible bond
Zhejiang Yinlun Machinery Co.Ltd(002126)
Suggestive announcement on the expiration of the first lock period of the second phase employee stock ownership plan
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.
Zhejiang Yinlun Machinery Co.Ltd(002126) (hereinafter referred to as “the company”) deliberated and adopted the second phase of the company’s employee stock ownership plan (Draft) and summary, the second phase of the company’s measures for the administration of employee stock ownership plan and related matters at the fourth meeting of the eighth board of directors held on December 21, 2020 and the first extraordinary general meeting of 2021 held on January 7, 2021. For details, please refer to Shanghai Securities Journal, securities times and cninfo.com published by the company on December 23, 2020 and January 8, 2021（ http://www.cn.info.com.cn. ）Relevant announcements.
Whereas the first lock-in period of the company’s phase II employee stock ownership plan (hereinafter referred to as “this Employee Stock Ownership Plan”) expires on March 12, 2022, according to the relevant requirements of the guidance on the pilot implementation of employee stock ownership plan by listed companies and the guidance on information disclosure of listed companies of Shenzhen Stock Exchange No. 4 – Employee Stock Ownership Plan of China Securities Regulatory Commission, The relevant information is hereby announced as follows:
1、 Shareholding status of this ESOP and expiration of the first lock-in period
The shares of this ESOP come from the shares repurchased in the company’s special account for repurchase (obtained through non transaction transfer) and the company’s shares purchased through the secondary market in the way allowed by laws and regulations such as block trading or centralized bidding.
As of March 12, 2021, the second phase of the company’s ESOP has completed stock purchase and non trading transfer. The ESOP holds a total of 8130039 shares of the company, accounting for 1.03% of the total share capital of the company. The actual total transaction amount (including transaction tax) is 6328440526 yuan, and the average price is about 7.78 yuan / share. For details, please refer to the company’s disclosure in Shanghai Securities News, securities times and cninfo.com on March 15, 2021（ http://www.cn.info.com.cn. ）Relevant announcements.
According to the provisions of Zhejiang Yinlun Machinery Co.Ltd(002126) phase II employee stock ownership plan (Draft), the duration of the employee stock ownership plan is 60 months, calculated from the date when the employee stock ownership plan is reviewed by the general meeting of shareholders and the employee stock ownership plan is established. The lock-in period of the underlying stock obtained by the employee stock ownership plan is: the underlying stock obtained by the plan is unlocked in four phases from the date when the company announces the last transfer of the underlying stock to the name of the employee stock ownership plan to 12 months, 24 months, 36 months and 48 months later. The maximum lock period is 48 months, and the proportion of the underlying stock unlocked in each phase is 25%, 25%, 25% and 25%.
The first stock lock-in period of the employee stock ownership plan expires on March 12, 2022. The unlocking proportion of the first batch of shares is 25% of the total number of shares held in the employee stock ownership plan, that is, 2032509 shares, accounting for 0.2566% of the total share capital of the company (as of March 8, 2022).
2、 Subsequent arrangements for the expiration of the first lock period of the employee stock ownership plan
After the first lock-in period of the company’s employee stock ownership plan expires, the Management Committee of the company’s employee stock ownership plan will decide whether to sell shares according to the arrangement of the employee stock ownership plan and market conditions.
According to the relevant regulations of China Securities Regulatory Commission and Shenzhen Securities Exchange, the current ESOP shall not sell Zhejiang Yinlun Machinery Co.Ltd(002126) shares during the following periods:
1. Within 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date;
2. Ten days before the announcement of the company’s quarterly report, performance forecast and performance express;
3. From the date when major events that may have a significant impact on the trading price of the company’s shares and their derivatives occur or enter the decision-making process to the date of disclosure according to law;
4. Other periods prescribed by the CSRC and Shenzhen Stock Exchange.
3、 Existence, change and termination of this ESOP
(I) duration of this ESOP
1. The duration of the employee stock ownership plan is 60 months, calculated from the date when the employee stock ownership plan is reviewed by the general meeting of shareholders and the employee stock ownership plan is established.
2. Two months before the expiration of the duration of the employee stock ownership plan, the duration of the employee stock ownership plan can be extended with the consent of 2 / 3 of the shares held by the holders attending the holder meeting and submitted to the board of directors for deliberation and approval.
3. If the company’s shares held in this ESOP cannot be fully realized before the expiration of the upper limit of the duration due to the suspension of trading or short window period of the company’s shares, the duration of the ESOP can be extended with the consent of the holders’ meeting and the deliberation and approval of the board of directors.
(II) change of the employee stock ownership plan
Unless otherwise specified in the draft of the employee stock ownership plan, the changes after the establishment of the employee stock ownership plan must be approved by more than 2 / 3 of the shares held by the holders attending the holders’ meeting and submitted to the board of directors of the company for deliberation and approval.
(III) termination of this ESOP
1. The employee stock ownership plan shall terminate automatically upon expiration of its duration;
2. After the lock-in period of the employee stock ownership plan expires, when the assets of the employee stock ownership plan are all monetary funds and the distribution is completed, the employee stock ownership plan can be terminated in advance;
3. If the company has serious business difficulties or other major matters, the plan shall be terminated by resolution of the board of directors.
4、 Other instructions
The company will continue to pay attention to the implementation of the employee stock ownership plan and timely fulfill the obligation of information disclosure in accordance with relevant laws and regulations. Please invest rationally and pay attention to investment risks.
It is hereby announced
Zhejiang Yinlun Machinery Co.Ltd(002126)
Board of directors
March 9, 2022
