Securities code: 002822 securities abbreviation: Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) Announcement No.: 2022-006 bond Code: 127033 bond abbreviation: Zhongzhuang zhuan2
Shenzhen Zhongzhuang Construction Group Co.Ltd(002822)
Announcement on termination of 2020 restricted stock incentive plan and repurchase and cancellation of restricted stocks
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
1. The company plans to terminate the implementation of the 2020 restricted stock incentive plan, and repurchase and cancel 6828400 restricted shares granted to 111 incentive objects but not yet lifted, accounting for about 0.9477% of the total share capital of the company.
2. The repurchase price is the sum of the grant price and the deposit interest of the bank in the same period
3. The company plans to terminate the implementation of the restricted stock incentive plan in 2021, and the supporting restricted stock incentive plan in 2020 and the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2020 will be terminated together.
On January 11, 2022, the 9th meeting of the Fourth Board of directors of Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) (hereinafter referred to as “the company”) deliberated and adopted the proposal on terminating the implementation of the 2020 restricted stock incentive plan and repurchase and cancellation of restricted stocks, and agreed to terminate the 2020 restricted stock incentive plan currently being implemented (hereinafter referred to as “the incentive plan”), Repurchase and cancel 6828400 restricted shares granted to 111 incentive objects but not lifted.
In accordance with the measures for the administration of equity incentive of listed companies issued by the CSRC, other laws and regulations and the company’s 2020 restricted stock incentive plan, the cancellation of this restricted stock repurchase is hereby announced as follows:
1、 Relevant approval procedures and disclosure of restricted stock incentive plan
1. On December 23, 2020, the 29th meeting of the third board of directors of the company deliberated and adopted the proposal on and its summary and other relevant proposals. The independent directors of the company expressed independent opinions on the equity incentive plan, and Guangdong Huashang law firm issued legal opinions, Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. issued an independent financial consultant report.
2. On December 23, 2020, the 26th meeting of the third board of supervisors of the company considered and approved the proposal on and its summary and other relevant proposals, and reviewed the list of incentive objects of the equity incentive plan, It is considered that the list of incentive objects meets the incentive object conditions specified in the administrative measures for equity incentive of listed companies and other documents, and meets the incentive object conditions specified in this incentive plan.
3. From December 25, 2020 to January 6, 2021, the company publicized the names and positions of the objects to be encouraged in the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection to the list of proposed incentive objects, and there was no feedback record.
On January 7, 2021, the company disclosed the review opinions and publicity statement on the list of incentive objects of the company’s 2020 restricted stock incentive plan.
4. On January 11, 2021, the first extraordinary general meeting of the company in 2021 deliberated and approved the proposal on and its summary, and authorized the board of directors of the company to handle matters related to equity incentive.
On January 12, 2021, the company posted on cninfo (www.cn. Info. Com. CN.) Disclose the self inspection report on the trading of shares of the company by insiders with inside information about the 2020 restricted stock incentive plan. 5. On January 26, 2021, the 30th meeting of the third board of directors of the company deliberated and approved the proposal on adjusting the list of restricted stock incentive objects granted by the company in 2020 and other relevant proposals. After the adjustment, the number of restricted stock incentive objects granted by the incentive plan was changed from 131 to 113, and the number of shares was still 7288400, The independent directors of the company also expressed independent opinions on the above adjustments. Guangdong Huashang law firm issued a legal opinion and Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. issued an independent financial consultant report.
On January 27, 2021, the company posted on cninfo (www.cn. Info. Com. CN.) Disclose the announcement on adjusting the list of restricted stock incentive objects granted by the company in 2020 and the announcement on granting restricted shares to incentive objects of the company.
6. On January 26, 2021, the 27th meeting of the third board of supervisors of the company considered and approved the proposal on adjusting the list of restricted stock incentive objects in 2020 and other relevant proposals, and reviewed the list of incentive objects adjusted by the equity incentive plan.
On January 27, 2021, the company posted on cninfo (www.cn. Info. Com. CN.) Disclose the list of incentive objects (Grant) of 2020 restricted stock incentive plan.
On February 4, 2021, the restricted shares granted this time were listed on Shenzhen Stock Exchange.
7. On June 16, 2021, the second meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on repurchase and cancellation of some restricted shares. In view of the resignation of Yu Guitian, Xie Yunqiang and other incentive objects of the incentive plan due to personal reasons, they are no longer eligible for incentive. The company plans to repurchase and cancel the restricted shares that have not been unlocked due to the above reasons. The company decided to repurchase and cancel 460000 restricted shares granted but not unlocked. On September 7, 2021, the repurchase cancellation was completed in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
2、 The reason, quantity, price and capital source of the repurchase and cancellation of restricted shares
On January 11, 2022, the 9th meeting of the Fourth Board of directors of Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) (hereinafter referred to as “the company”) deliberated and adopted the proposal on terminating the implementation of the 2020 restricted stock incentive plan and repurchase and cancellation of restricted stocks, and agreed to terminate the 2020 restricted stock incentive plan currently being implemented (hereinafter referred to as “the incentive plan”), Repurchase and cancel 6828400 restricted shares granted to 111 incentive objects but not lifted.
According to the provisions of the incentive plan, if the company distributes cash dividends, bonus shares, conversion of provident fund into share capital, stock subdivision, stock reduction or allotment, which affect the amount of the company’s total share capital or the company’s stock price, the company shall adjust the repurchase price of the restricted shares that have not been unlocked accordingly. Due to the implementation of annual equity distribution in 2020, the repurchase price of restricted shares of the company was adjusted from 3.64 yuan / share to 3.59 yuan / share, and the number of repurchase shares was 6828400 shares, plus the sum of bank deposit interest in the same period. The independent directors of the company expressed independent opinions on this. The board of supervisors checked the number of shares repurchased and cancelled this time and the list of incentive objects involved, and issued verification opinions. The lawyer expressed relevant legal opinions on this. The proposal still needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
The source of funds for the repurchase of restricted shares is the company’s own funds.
3、 Impact of the repurchase and cancellation of restricted shares 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 results. After the repurchase and cancellation of the above 6828400 restricted shares, the total share capital and registered capital of the company will change. The company will timely disclose the changes in the total number of shares and capital structure of the company after the completion of the repurchase and cancellation of restricted shares.
4、 Approval required for the repurchase and cancellation of restricted shares
On January 11, 2022, the 9th meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on terminating the implementation of 2020 restricted stock incentive plan and repurchase and cancellation of restricted shares, and the independent directors expressed their independent opinions with explicit consent.
On January 11, 2022, the 9th meeting of the 4th board of supervisors of the company deliberated and passed the proposal on terminating the implementation of 2020 restricted stock incentive plan and repurchase and cancellation of restricted shares, and agreed to the repurchase and cancellation of the company’s restricted shares.
The repurchase and cancellation of restricted shares need to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation, which is a special resolution.
5、 Changes in share capital structure after cancellation of this repurchase
As of the disclosure date of this announcement, it is expected that before and after the repurchase and cancellation of restricted shares, the total share capital of the company will be
720541807 shares note 1 decreased to 713713407 shares. The specific changes are as follows:
Before and after this change
Nature of shares (+,)
Number of shares (shares) proportion number of shares (shares) number of shares (shares) proportion
1、 Restricted shares 76742438 10.65 – 6828400 69914038 9.80%
Executive lock up shares 55812437 7.75 0 55812437 7.82%
Restricted shares after IPO 12041101 1.67 0 12041101 1.69%
Equity incentive restricted shares 8888900 1.23 – 6828400 2060500 0.29%
2、 Non tradable shares 643799369 89.35 0 643799369 90.20%
3、 Total share capital 720541807 100.00 – 6828400 713713407 100.00%
Note 1: the total share capital of the company is 720541807 shares as of January 10, 2022.
Note 2: the repurchase and cancellation of 122500 shares of the company’s restricted shares granted but not lifted in 2019 will be carried out simultaneously with the repurchase and cancellation. See announcement 2021-005 for details.
This repurchase and cancellation will reduce the total number of shares of the company by 6828400 shares, and the equity distribution of the company still meets the listing conditions. The final data shall be subject to the capital structure table of listed companies issued by Shenzhen Branch of China Securities Depository and Clearing Corporation. The company will go through the formalities for the change of registered capital in accordance with relevant regulations.
6、 The impact of the termination of the incentive plan on the company and subsequent measures
The repurchase and cancellation of restricted shares by the company due to the termination of this incentive plan will reduce the total share capital of the company by 6828400 shares.
The company will implement the relevant accounting treatment of terminating the incentive plan in accordance with the relevant provisions of the accounting standards for business enterprises. The termination of the incentive plan and the repurchase and cancellation of the corresponding restricted shares will not have a material and significant impact on the company’s financial status and shareholders’ equity. The impact of the final share payment expenses on the company’s net profit shall be subject to the audit report issued by the accounting firm.
The termination of the implementation of the restricted stock incentive plan will not damage the interests of the company and all shareholders or violate the mandatory provisions of relevant laws and regulations, and will not have a significant impact on the daily operation and future development of the company. According to the measures for the administration of equity incentive of listed companies and other provisions, the company promises not to review the equity incentive plan within three months after terminating the incentive plan. After the termination of the incentive plan, the company will continue to fully mobilize the enthusiasm of the company’s management team and core backbone by optimizing the salary system and improving the performance appraisal system, so as to promote the sustainable and healthy development of the company. The company’s management team will continue to earnestly perform their duties and create value for shareholders.
7、 Opinions of independent directors
After verification, the independent directors believe that the company intends to terminate the implementation of the company’s 2020 restricted stock incentive plan and repurchase and cancel 6828400 restricted shares granted but not lifted, which complies with the relevant provisions of relevant laws, regulations and normative documents, the repurchase quantity, repurchase price and termination procedures are legal and compliant, and there is no situation that damages the interests of the company and all shareholders, It will not have a significant impact on the daily operation of the company. Therefore, we agree to the decision on terminating the implementation of the company’s 2020 restricted stock incentive plan and repurchase and cancellation of restricted shares, and agree to submit the proposal to the company’s second extraordinary general meeting in 2022 for deliberation.
8、 Opinions of the board of supervisors
After verification, the board of supervisors believes that the company plans to terminate the implementation of the company’s 2020 restricted stock incentive plan and repurchase and cancellation of restricted shares, the review procedures are legal and effective, comply with relevant laws and regulations and the relevant provisions of the company’s 2020 restricted stock incentive plan, and will not have a significant impact on the company’s daily operation, future development and financial status, It will not affect the diligence of the company’s management team and core backbone, nor will it damage the interests of the company and all shareholders, especially minority shareholders. The board of supervisors agreed to terminate the implementation of the company’s 2020 restricted stock incentive plan and repurchase and cancellation of restricted shares.
9、 Legal opinion
