Securities code: 002822 securities abbreviation: Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) Announcement No.: 2022-005 bond Code: 127033 bond abbreviation: Zhongzhuang zhuan2
Shenzhen Zhongzhuang Construction Group Co.Ltd(002822)
Announcement on repurchase and cancellation of some restricted shares in 2019
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. Number of repurchases: 122500 shares were repurchased and cancelled this time, accounting for 0.0170% of the current total share capital of the company
2. Repurchase price: the sum of the grant price and the deposit interest of the bank in the same period
3. Nature of repurchased shares: part of the shares granted to the incentive object by the company’s restricted stock incentive plan in 2019, but the restriction on sales has not been lifted
On January 11, 2021, the ninth 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 repurchase and cancellation of some restricted shares in 2019. In view of the company’s 2019 restricted stock incentive plan (hereinafter referred to as “the incentive plan”), the incentive objects Chen Yufeng, Xu Xiaojian and other two people resigned for personal reasons, No longer eligible for incentives. Because the assessment results of the six incentive objects in 2020 are “C” and “d”, according to the assessment management measures for the implementation of the restricted stock incentive plan in 2019, some of the restricted shares of the above six people cannot be unlocked in 2021. The company plans to repurchase and cancel 122500 restricted shares that have not been unlocked for the above reasons.
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 2019 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
On August 1, 2019, the ninth meeting of the third board of directors of the company deliberated and adopted the proposal on deliberation of 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 a legal opinion, Dongxing Securities Corporation Limited(601198) issued an independent financial adviser’s report.
On August 1, 2019, the ninth meeting of the third board of supervisors of the company deliberated and approved the proposal on considering 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 scope of incentive objects specified in the Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) 2019 restricted stock incentive plan (Draft), and its subject qualification as the incentive object of the company’s equity incentive plan is legal and effective.
On August 19, 2019, the company’s second extraordinary general meeting of shareholders in 2019 deliberated and approved the proposal on deliberation of and its summary, and authorized the board of directors of the company to confirm the qualifications and conditions of incentive objects List of incentive objects and their grant quantity, and determine the grant price and grant date of the underlying shares. On September 6, 2019, the 11th meeting of the third board of directors of the company deliberated and approved the proposal on adjusting the list of restricted stock incentive objects of the company in 2019, the proposal on granting restricted shares to incentive objects of the company and other relevant proposals. The original incentive object Zhuang Junxing resigned due to personal reasons and lost the qualification of this equity incentive plan, Peng Wei voluntarily gave up his qualification to participate in the company’s incentive plan for personal reasons and gave up being granted corresponding restricted shares. After the adjustment, the number of incentive objects in the incentive plan was adjusted from 59 to 57. The number of restricted shares to be granted is still 6 million. The restricted shares of the above two persons are subscribed by other incentive objects in the list, and the grant price is 3.7 yuan / share. The independent directors of the company have expressed independent opinions on the above adjustments, Guangdong Huashang law firm has issued a legal opinion and Dongxing Securities Corporation Limited(601198) has issued an independent financial advisory report.
On September 6, 2019, the 11th meeting of the third board of supervisors of the company deliberated and approved the proposal on adjusting the list of restricted stock incentive objects of the company in 2019, the proposal on granting restricted shares to incentive objects of the company and other relevant proposals, and reviewed the list of incentive objects adjusted by the stock incentive plan, At the same time, 6 million restricted shares were granted to 57 incentive objects meeting the grant conditions at a grant price of 3.7 yuan / share. The board of supervisors of the company issued special verification opinions on the list of incentive objects (grants) of the restricted stock incentive plan in 2019.
On September 20, 2019, the restricted shares granted this time were listed on Shenzhen Stock Exchange.
On April 27, 2020, the 19th meeting of the third board of directors of the company deliberated and approved the proposal on repurchase and cancellation of some restricted shares. In view of the fact that 6 incentive objects of the incentive plan leave their jobs for personal reasons and no longer have incentive qualification, the company plans to repurchase and cancel the restricted shares involved in the above reasons. On July 7, 2020, the repurchase cancellation was completed in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. On September 3, 2020, the 24th Meeting of the third board of directors of the company deliberated and adopted the proposal on repurchase and cancellation of some restricted shares. In view of the fact that one of the incentive objects of the incentive plan resigned for personal reasons, he no longer has the incentive qualification; Because the assessment results of the 16 incentive objects in 2019 are “C” and “d”, according to the assessment management measures for the implementation of the restricted stock incentive plan in 2019, part of the restricted shares of the above 16 people cannot be unlocked in 2020. The company plans to repurchase and cancel the restricted shares that have not been unlocked due to the above reasons. On November 24, 2020, the repurchase cancellation was completed in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
On June 16, 2021, the second meeting of the Fourth Board of directors of the company deliberated and approved the proposal on repurchase and cancellation of some restricted shares. In view of the resignation of 6 incentive objects of the incentive plan, such as Yang Zhan, Li Qiang, Cai Zebao, Chen Jiutian, Xie Jinping and Yu Guitian, 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 the 497000 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, 2021, the 9th meeting of the 4th board of directors deliberated and approved the proposal on repurchase and cancellation of some restricted shares in 2019. In view of the company’s restricted stock incentive plan in 2019 (hereinafter referred to as the “incentive plan”), the incentive objects Chen Yufeng, Xu Xiaojian and other two people resigned for personal reasons and no longer have incentive qualification.
Because the assessment results of the six incentive objects in 2020 are “C” and “d”, according to the assessment management measures for the implementation of the restricted stock incentive plan in 2019, some of the restricted shares of the above six people cannot be unlocked in 2021. The company plans to repurchase and cancel 122500 restricted shares that have not been unlocked for the above reasons.
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 2019 and 2020, the repurchase price of restricted shares of the company was adjusted from 3.70 yuan / share to 3.61 yuan / share, and the number of repurchase shares was 122500 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 122500 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 repurchase and cancellation of some restricted shares in 2019, 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 adopted the proposal on repurchase and cancellation of some restricted shares, and agreed to the repurchase and cancellation of restricted shares of the company. 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 720419307 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 – 122500 76619938 10.64
Executive lock up shares 55812437 7.75 55812437 7.75
Restricted shares after IPO 12041101 1.67 12041101 1.67
Equity incentive restricted shares 8888900 1.23 – 122500 8766400 1.22
2、 Non tradable shares 643799369 89.35 643799369 89.36
3、 Total share capital 720541807 100.00 – 122500 720419307 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 6828400 shares of the company’s restricted shares in 2020 that have been granted but have not been lifted will be carried out simultaneously with the repurchase and cancellation. See announcement 2022-006 for details.
This repurchase and cancellation will reduce the total number of shares of the company by 122500 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、 Impact of this repurchase on the company
After the cancellation of this repurchase, the number and total number of restricted shares of the company will be reduced accordingly, and the registered capital of the company will be reduced accordingly. The repurchase and cancellation of some restricted shares will not have a material impact on the company’s financial status and operating results, nor will it affect the diligence of the company’s management team. 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: according to the relevant provisions of the 2019 restricted stock incentive plan (Draft), the two original incentive objects of the company’s equity incentive in 2019, Chen Yufeng and Xu Xiaojian, resigned for personal reasons, have not met the provisions on Incentive objects in the company’s 2019 restricted stock incentive plan, and no longer have incentive qualification; Because the assessment results of the six incentive objects in 2020 are “C” and “d”, according to the assessment management measures for the implementation of the restricted stock incentive plan in 2019, some of the restricted shares of the above six people cannot be unlocked in 2021. The company plans to use its own funds to repurchase and cancel the restricted shares held by the above personnel that have been granted but have not been lifted, totaling 122500 shares. The above repurchase complies with the provisions of relevant laws and regulations and does not damage the interests of the company and all shareholders. Therefore, we agree that the company will buy back and cancel 122500 restricted shares granted to incentive objects who do not meet the incentive conditions but have not been lifted, and agree to submit the proposal to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
8、 Opinions of the board of supervisors
After verification, the board of supervisors believes that: incentive object
