Securities code: Shantui Construction Machinery Co.Ltd(000680) securities abbreviation: Shantui Construction Machinery Co.Ltd(000680) Announcement No.: 2021026 Shantui Construction Machinery Co.Ltd(000680)
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.
Shantui Construction Machinery Co.Ltd(000680) (hereinafter referred to as “the company”, “the company” or ” Shantui Construction Machinery Co.Ltd(000680) “) held the 15th meeting of the 10th board of directors on March 28, 2022, and considered and adopted the proposal on repurchase and cancellation of some restricted shares. According to the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the company’s 2020 restricted stock incentive plan (hereinafter referred to as the “incentive plan”), in view of the resignation of the original incentive objects Liu Jian and Zhu Jianlun for personal reasons and no longer meet the conditions of equity incentive of the company, the company plans to repurchase and cancel Shanghai Pudong Development Bank Co.Ltd(600000) restricted shares held by the above-mentioned persons that have been granted but have not been lifted. The details are as follows:
1、 Overview of restricted stock incentive plan in 2020
1. On November 26, 2020, the 5th meeting of the 10th board of directors and the 5th meeting of the 10th board of supervisors deliberated and adopted the proposal on the company’s 2020 restricted stock incentive plan (Draft) and its summary. The independent directors of the company expressed independent opinions on the equity incentive plan, and the board of supervisors of the company preliminarily verified the list of incentive objects.
2. On December 10, 2020, the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects of the company’s 2020 restricted stock incentive plan. The board of supervisors of the company believes that the incentive objects of this incentive plan comply with the provisions of relevant laws, regulations and normative documents, and their subject qualification as the incentive objects of this incentive plan is legal and effective.
3. On December 10, 2020, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the 2020 restricted stock incentive plan. During the planning process of this incentive plan, the company did not find any insider and incentive object using relevant insider information for stock trading. Within 6 months before the first public disclosure of this incentive plan (Draft), the company also did not find any insider and incentive object using relevant insider information for stock trading.
4. On December 15, 2020, the company issued the announcement on the approval of the company’s 2020 restricted stock incentive plan by Shandong Heavy Industry Group Co., Ltd. (2020055). This restricted stock incentive plan has obtained the approval of Shandong Heavy Industry Group Co., Ltd. on Shantui Construction Machinery Co.Ltd(000680) implementing the restricted stock incentive plan (Shandong heavy industry capital Zi [2020] No. 25) issued by Shandong Heavy Industry Group Co., Ltd.
5. On December 15, 2020, the first extraordinary general meeting of the company in 2020 deliberated and approved the proposal on the company’s 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the 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 the 2020 restricted stock incentive plan.
6. On December 18, 2020, the sixth meeting of the 10th board of directors and the sixth meeting of the 10th board of supervisors deliberated and adopted the proposal on granting restricted shares to the incentive objects of the company’s 2020 restricted stock incentive plan. The independent directors of the company have expressed independent opinions on the above proposal, and the board of supervisors of the company has confirmed the list of incentive objects. 7. On January 25, 2021, the company issued the announcement on the completion of the grant of restricted shares. The date of the grant of restricted shares is December 18, 2020, and the listing date of the granted restricted shares is January 26, 2021.
8. On July 2, 2021, the company held the 11th meeting of the 10th board of directors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares, and the board of supervisors, independent directors and law firms respectively issued explicit consent opinions. 9. On September 17, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares.
10. On September 29, 2021, the company disclosed the announcement on the completion of repurchase and cancellation of some restricted shares. In view of the resignation of the original incentive objects Wang Junwei and Sheng Hua due to job transfer and personal reasons respectively, and no longer meet the equity incentive conditions of the company, the company decided to repurchase and cancel 910000 shares of restricted shares held by the above-mentioned personnel that have been granted but have not been lifted, with a total repurchase fund of 1652200 yuan. As of September 28, 2021, the above restricted shares have been cancelled in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
2、 Basic information of repurchase and cancellation of some restricted shares
1. Reason and quantity of repurchase cancellation
(1) Liu Jian and Zhu Jianlun, the original incentive objects of the company, resigned for personal reasons. According to the relevant provisions of the company’s incentive plan, the above-mentioned personnel no longer meet the conditions of the company’s restricted stock incentive objects. The Company repurchased and cancelled 300000 shares of all the restricted shares that have been granted but not lifted.
The total number of restricted shares granted but not yet lifted by the company’s repurchase cancellation is Shanghai Pudong Development Bank Co.Ltd(600000) , accounting for 2.37% of the total number of 25270000 restricted shares granted by the company’s incentive plan and 0.04% of the total shares of the company, involving 2 incentive objects.
2. Repurchase price
(1) According to the relevant provisions of “(II) changes in the personal situation of the incentive object” in “Chapter XIII, treatment of changes in the company and incentive object” of the incentive plan: “4. If the equity incentive object fails to meet the performance appraisal, resigns or is terminated from labor relations for personal reasons, the rights and interests that have not been exercised will not be exercised. The restricted shares that have not been unlocked will be repurchased according to the principle of the lower of the grant price or the market price.”
Therefore, the Company repurchased and cancelled Shanghai Pudong Development Bank Co.Ltd(600000) restricted shares held by the original incentive objects Liu Jian and Zhu Jianlun at the grant price of 1.81 yuan / share, and the repurchase fund was 1086000 yuan.
(2) According to the relevant provisions of “Chapter XV principles for repurchase and cancellation of restricted shares” in the incentive plan, if the company’s capital reserve is converted into share capital, stock dividends are distributed, shares are subdivided or allotted, shares are reduced, dividends and other circumstances that affect the ex right and ex interest treatment of the company’s stock price after the grant of restricted shares, the company shall adjust the repurchase price of the unlocked restricted shares accordingly as agreed.
At the same time, according to the relevant provisions of “Chapter VI validity period, authorization date, locking period, unlocking period and relevant restrictions on sales of incentive plan”, the locking period is within 24 months from the date of completion of registration of the grant of restricted shares. During the lock-in period, the restricted shares granted to the incentive object under the plan shall be locked and shall not be transferred in any form, used for guarantee or debt repayment. The shares and dividends obtained by the incentive object from the conversion of capital reserve into share capital, dividend distribution, stock dividend distribution, stock subdivision and other shares and dividends obtained from the granted but not unlocked restricted shares shall be locked in accordance with the incentive plan at the same time.
Since the restricted shares granted to incentive objects have been registered, the company has implemented the semi annual equity distribution in 2021, and distributed 0.10 yuan in cash to all shareholders for every 10 shares based on the total share capital of 1501853212 shares. The cash dividends of equity incentive restricted shares shall be uniformly retained by the company and distributed after unlocking; If this part of the shares cannot be unlocked, the company will no longer issue this part of the cash dividend, which will be recovered by the company.
As the cash dividends for the half year of 2021 corresponding to the restricted shares whose sales restrictions have not been lifted by the incentive object are managed by the company and not actually distributed, the repurchase price will not be adjusted.
3. Source of repurchase funds
The restricted stock repurchase fund is 1086000 yuan, and the repurchase fund is the company’s own fund.
3、 The impact of the repurchase and cancellation of some restricted shares on the capital structure of the company
After the completion of the repurchase and cancellation of restricted shares, Shanghai Pudong Development Bank Co.Ltd(600000) shares of the company with limited sales conditions will be reduced, the total share capital of the company will be changed from 1501853212 shares to 1501253212 shares, and the registered capital will be changed from 1501853212 yuan to 1501253212 yuan. The changes of share capital structure are as follows (only considering the changes of this repurchase cancellation under the current situation):
Before and after this change
Nature of shares
Number of shares (shares) proportion (%)
1、 Restricted tradable shares 44489015900 29.6244429015900 29.59
Executive lock up shares 3727300 0.003727300 0.00
Restricted shares after IPO 23670560100 15.7623670560100 15.77
Equity incentive restricted shares 243 Shanghai Pudong Development Bank Co.Ltd(600000) 0 1.62237 Shanghai Pudong Development Bank Co.Ltd(600000) 0 1.58
Restricted shares before IPO 18378728500 12.2418378728500 12.24
2、 Non tradable shares 105696305300 70.38105696305300 70.41
3、 Total share capital 150185321200 100.00150125321200 100.00
Note: the capital structure before this change in the above table is December 31, 2021. The capital structure after this change is subject to the capital structure table of the issuer provided by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch.
4、 The impact of the repurchase and cancellation of some restricted shares on the company
This repurchase and cancellation of some restricted stocks is the specific treatment of the company for the unqualified restricted stocks according to the incentive plan. The number of restricted stocks repurchased and cancelled is small, and the funds used for repurchase are small, which will not have a great impact on the company’s financial status and operating results, nor affect the enthusiasm and stability of the company’s management team. The company’s management team will continue to be diligent and conscientious, earnestly perform their duties and create value for shareholders.
5、 Opinions of independent directors
After verification, the independent directors believe that the repurchase and cancellation of some restricted shares complies with the company law, securities law, administrative measures and other relevant laws, regulations, normative documents and the relevant provisions of the company’s incentive plan, does not damage the rights and interests of the company and all shareholders, will not have a substantive impact on the company’s financial status and operating results, and will not affect the diligence of the company’s management team, We agree to the company’s repurchase and cancellation of some restricted shares. 6、 Opinions of the board of supervisors
The board of supervisors has reviewed the list of incentive objects that do not meet the incentive conditions and the number of restricted shares repurchased and cancelled. After examination, the board of supervisors held that: in view of the fact that the two incentive objects have resigned and no longer meet the conditions of the company’s restricted stock incentive objects, according to the relevant provisions of the management measures and the company’s incentive plan, the company shall repurchase and cancel the restricted shares held by the above-mentioned personnel that have been granted but have not been lifted.
The repurchase and cancellation of some restricted shares this time complies with the relevant provisions of the company law, the securities law, the administrative measures and the company’s incentive plan. The procedures are legal and compliant, and there is no infringement on the interests of all shareholders, especially small and medium-sized shareholders. The board of supervisors unanimously agreed to the repurchase and cancellation of some restricted shares.
7、 Legal opinions issued by lawyers
Lawyers from Shanghai Branch of Beijing global law firm believe that the proposal to repurchase and cancel some restricted shares has been deliberated and approved by the board of directors of the company; The procedures, reasons, quantity and price determination of this repurchase and cancellation of some restricted shares comply with the provisions of laws, regulations and normative legal documents such as the measures for the administration of equity incentive of listed companies and the incentive plan of the company. As of the date of issuance of this legal opinion, in addition to the relevant legal procedures for the reduction of the company’s registered capital caused by the repurchase cancellation, the company has performed the procedures that should be performed at this stage.
8、 Directory of documents for future reference
1. Resolutions of the 15th meeting of the 10th board of directors of the company;
2. Resolutions of the 15th meeting of the 10th board of supervisors of the company;
3. Opinions of independent directors;
4. Review opinions of the board of supervisors on relevant matters of the 15th meeting of the 10th board of supervisors;
5. Legal opinion.
It is hereby announced.
Shantui Construction Machinery Co.Ltd(000680) board of directors
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