Securities code: Shandong Longquan Pipeline Engineering Co.Ltd(002671) securities abbreviation: Shandong Longquan Pipeline Engineering Co.Ltd(002671) Announcement No.: 2022037
Shandong Longquan Pipeline Engineering Co.Ltd(002671)
With regard to the announcement on the repurchase and cancellation of some granted but not yet lifted 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.
Shandong Longquan Pipeline Engineering Co.Ltd(002671) (hereinafter referred to as “the company” or “the company”) held the 30th meeting of the 4th board of directors and the 19th meeting of the 4th board of supervisors respectively on April 18, 2022, deliberated and adopted the proposal on repurchase and cancellation of some granted but not yet lifted restricted shares. In view of the resignation of 7 incentive objects in the company’s 2020 restricted stock incentive plan, According to the relevant provisions of the company’s restricted stock incentive plan in 2020, the company decided to buy back and cancel the 785000 restricted shares granted to the above seven resignation incentive objects but not lifted the restriction, and the repurchase price is the grant price, i.e. 2.35 yuan / share. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. Now the relevant matters are explained as follows:
1、 Relevant approval procedures for this equity incentive plan have been performed
1. On December 10, 2020, the company held the 18th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors respectively, and deliberated and adopted proposals related to equity incentive, such as the 2020 restricted stock incentive plan (Draft) and its summary, the measures for the administration of the implementation and assessment of the 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. The independent directors of the company expressed independent opinions on matters related to the equity incentive plan.
2. The company has publicized the names and positions of the list of incentive objects granted for the first time. As of the expiration of the publicity period, the board of supervisors of the company has not received any objection or adverse reaction. On December 23, 2020, the board of supervisors of the company disclosed the announcement and review opinions of the board of supervisors on the list of some incentive objects granted for the first time under the 2020 restricted stock incentive plan.
3. On December 28, 2020, the company held the fourth extraordinary general meeting of shareholders in 2020, which deliberated and approved proposals related to equity incentive, such as the 2020 restricted stock incentive plan (Draft) and its summary, the measures for the implementation and assessment of the 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. The company’s 2020 restricted stock incentive plan was approved.
4. Authorized by the general meeting of shareholders of the company, on January 11, 2021, the company held the 19th meeting of the 4th board of directors and the 11th meeting of the 4th board of supervisors respectively, deliberated and approved the proposal on adjusting the list of some incentive objects and the number of rights granted for the first time in the 2020 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time, Agree to adjust the number of incentive objects and the number of rights and interests granted in the equity incentive plan, and agree to grant restricted shares to the incentive objects. The independent directors of the company expressed their independent opinions on this.
5. On June 16, 2021, the company held the 24th Meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors respectively, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects. According to the relevant provisions of the measures for the administration of equity incentive of listed companies, the 2020 restricted stock incentive plan (Draft) and the authorization of the fourth extraordinary general meeting of shareholders of the company in 2020, The board of directors considered that the grant conditions specified in the 2020 restricted stock incentive plan of the company had been met, and determined June 16, 2021 as the reserved restricted stock grant date, granting 680155 reserved restricted shares to 12 incentive objects. The independent directors of the company expressed their independent opinions on this.
6. On July 23, 2021, the company held the 25th meeting of the 4th board of directors and the 15th meeting of the 4th board of supervisors respectively, deliberated and approved the proposal on repurchase and cancellation of some granted but not yet lifted restricted shares. The company decided to repurchase and cancel 420000 restricted shares granted but not lifted by three resigned incentive objects, and the repurchase price was the grant price, i.e. 2.35 yuan / share. The independent directors of the company expressed their independent opinions on this.
7. On August 9, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of some granted but not yet lifted restricted shares, and approved the repurchase and cancellation of 420000 restricted shares granted but not lifted to three resigned incentive objects. The cancellation date of the above restricted shares is September 29, 2021. 8. On April 18, 2022, the company held the 30th meeting of the 4th board of directors and the 19th meeting of the 4th board of supervisors respectively, and deliberated and adopted the proposal on the achievement of lifting the restrictions during the first lifting period of the first granting of Restricted Shares Incentive Plan in 2020 and the proposal on repurchase and cancellation of some granted but not lifted restricted shares, It is agreed that the company will handle the matters related to the lifting of the sales restriction for 61 eligible incentive objects in accordance with the relevant provisions of the incentive plan, and agree to repurchase and cancel the 785000 restricted shares granted to 7 resigned incentive objects but not lifted, and the repurchase price is the grant price, i.e. 2.35 yuan / share. The independent directors of the company expressed their independent opinions on this. The proposal on repurchase and cancellation of some granted but not yet lifted restricted shares still needs to be deliberated by the general meeting of shareholders of the company.
2、 Explanation of the reasons, quantity and price of some restricted shares cancelled in this repurchase
1. Reasons for repurchase cancellation
According to the relevant provisions of “Chapter XIII handling of changes in the company / incentive object” / “II. Changes in the personal situation of incentive objects” in the 2020 restricted stock incentive plan (hereinafter referred to as the “incentive plan”), in view of the resignation of 7 original incentive objects, including Tang Qian, Xu Dekai, Xiong Feng, Fang Wei, Fu Haigang, Zou Xiang and Kang Lin, due to personal reasons and with the consent of the company, The company plans to buy back and cancel a total of 785000 shares of restricted shares granted to the above original incentive objects but not lifted.
2. Repurchase price
According to the relevant provisions of the incentive plan, the repurchase price is the grant price, i.e. 2.35 yuan / share.
3. Source of funds for repurchase
The total repurchase price payable by the company for this repurchase is 1844750 yuan, and the required funds come from the company’s own funds. 3、 Changes in the company’s equity structure after the completion of this repurchase cancellation
Before this change, this change increases or decreases after this change
Class of shares
Number of shares (shares) proportion (%)
1、 Shares with limited sales conditions 11174008819.72 – 78500011095508819.61%
2、 Shares with unlimited sales conditions 45477028080.2545477028080.39%
3、 Total shares 566510368100.00 – 785 Chongqing Sanxia Paints Co.Ltd(000565) 725368100.00
Note: the above changes in the share capital structure are based on the share capital issued by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch after the completion of repurchase and cancellation
The structure table shall prevail.
After the cancellation of this repurchase, the controlling shareholders of the company will not change, and the equity distribution of the company still meets the listing conditions. 4、 Impact of this repurchase cancellation on the company
The repurchase and cancellation of some restricted shares is the specific treatment of the restricted shares granted to unqualified incentive objects but not lifted according to the incentive plan. The repurchase and cancellation will not affect the continued implementation of the company’s 2020 restricted stock incentive plan.
The number of restricted shares cancelled in this repurchase is 785000 shares, accounting for 0.1386% of the total share capital of the company before this repurchase. The capital required for repurchase is 1844750 yuan, which will not have a significant impact on the operating performance and financial status of the company; This repurchase cancellation involves 7 original incentive objects, which will not affect the normal production and operation of the company and the diligence of the management team.
5、 Opinions of the board of supervisors
After verification, the board of supervisors believes that: in view of the resignation of seven original incentive objects such as Tang Qian, Xu Dekai, Xiong Feng, Fang Wei, Fu Haigang, Zou Xiang and Kang Lin due to personal reasons and with the consent of the company, the company plans to repurchase and cancel a total of 785000 shares of restricted shares granted to the above original incentive objects but not lifted, and this repurchase and cancellation is in line with the administrative measures for equity incentive of listed companies and other laws Regulations and normative documents and the provisions of the 2020 restricted stock incentive plan; The procedures for the board of directors to review the repurchase and cancellation of some restricted shares comply with relevant provisions. Therefore, the board of supervisors agrees that the company will implement the cancellation of this repurchase in accordance with the relevant provisions of the 2020 restricted stock incentive plan.
6、 Opinions of independent directors
In accordance with the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents, as well as the relevant provisions of the company’s 2020 restricted stock incentive plan, it is agreed that the company At the price of 35 yuan / share, a total of 785000 shares of restricted shares granted to 7 resigned incentive objects but not lifted were repurchased and cancelled. The repurchase cancellation complies with the provisions of relevant laws and regulations, and the procedures are legal and compliant. The repurchase cancellation of the company will not affect the continuous operation of the company or damage the interests of the company and all shareholders. It is agreed that the company will implement the cancellation of this repurchase in accordance with relevant procedures, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
7、 Legal opinion and concluding observations
Beijing Jindu (Shenzhen) law firm believes that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization for the lifting of sales restrictions and the cancellation of this repurchase at this stage, and the cancellation of this repurchase needs to be submitted to the general meeting of shareholders for deliberation; The company has satisfied the conditions for lifting the restrictions on sales stipulated in the restricted stock incentive plan; The reason, quantity and repurchase price of this repurchase cancellation comply with the provisions of equity incentive measures and restricted stock incentive plan; The company still needs to fulfill the obligation of information disclosure, go through the formalities of lifting the restrictions on sale and share repurchase cancellation, and perform the corresponding capital reduction procedures in accordance with the company law, the articles of association and other relevant provisions.
8、 Documents for future reference
1. Shandong Longquan Pipeline Engineering Co.Ltd(002671) the resolution of the 30th meeting of the 4th board of directors;
2. Shandong Longquan Pipeline Engineering Co.Ltd(002671) the resolution of the 19th meeting of the 4th board of supervisors;
3. Independent opinions of independent directors on relevant matters of the 30th meeting of the Fourth Board of directors;
4. Legal opinion of Beijing Jindu (Shenzhen) law firm on the first granting of part of the first lifting period of the restricted stock incentive plan in Shandong Longquan Pipeline Engineering Co.Ltd(002671) 2020, lifting the restrictions on sales, repurchasing and canceling part of the restricted shares for the first time.
It is hereby announced.
Shandong Longquan Pipeline Engineering Co.Ltd(002671)
Board of directors
April 18, 2022
