Securities code: 002822 securities abbreviation: Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) Announcement No.: 2022-003 bond Code: 127033 bond abbreviation: Zhongzhuang zhuan2
Shenzhen Zhongzhuang Construction Group Co.Ltd(002822)
Announcement on the resolutions of the 9th meeting of the 4th board of directors
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.
The notice of the 9th meeting of the 4th board of directors of Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) (hereinafter referred to as “the company”) was sent to all directors in the form of e-mail and personal delivery on January 5, 2022. The meeting was held in the company conference room on the fifth floor, block a, Honglong Century Plaza on January 11, 2022 in the form of on-site communication meeting. 7 directors (including 3 independent directors) should attend the meeting, and 7 actually attended. The meeting was presided over by the chairman, Mr. solemn, and some supervisors and senior managers attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the company law and other laws, regulations and the articles of association, and are legal and effective. After careful deliberation by the directors present, the following proposals were adopted:
1、 The meeting considered and adopted the proposal on repurchase and cancellation of some restricted shares in 2019 by 7 affirmative votes, 0 negative votes and 0 abstention votes
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, which did not meet the provisions on Incentive objects in the company’s 2019 restricted stock incentive plan and no longer qualified for incentive; 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. According to the provisions of the measures for the administration of equity incentives of listed companies, the repurchase price shall not be higher than the sum of the grant price plus the bank deposit interest in the same period.
The proposal still needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
The announcement on repurchase and cancellation of some restricted shares in 2019 is detailed in China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com（ http://www.cn.info.com.cn. ）。 Guangdong Huashang law firm issued a legal opinion on Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) repurchase and cancellation of some restricted shares in 2019. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
The independent directors of the company have expressed independent opinions on the above matters. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
2、 The meeting deliberated and adopted the proposal on terminating the implementation of the 2020 restricted stock incentive plan and repurchase and cancellation of restricted stocks by 7 votes in favor, 0 against and 0 abstention
The internal and external environment faced by the company’s operation has changed greatly compared with the formulation of the equity incentive plan, resulting in a deviation between the expected operation of the company and the setting of the assessment indicators of the incentive scheme. The board of directors plans to adjust the company’s strategy and continue to implement the equity incentive plan, which will be difficult to achieve the expected incentive purpose and effect. In order to protect the legitimate rights and interests of investors and comprehensively consider the recent market environment factors and the company’s future development strategic plan, the board of directors of the company plans to terminate the implementation of the 2020 restricted stock incentive plan after careful consideration. At the same time, 6828400 restricted shares of 111 incentive objects that have been granted but have not been lifted shall be repurchased and cancelled. The repurchase price shall not be higher than the sum of the grant price and the deposit interest of the bank in the same period. The supporting documents such as the 2020 restricted stock incentive plan and the measures for the administration of the implementation and assessment of the 2020 restricted stock incentive plan shall be terminated at the same time.
The proposal still needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
See China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com for details of the announcement on terminating the implementation of the 2020 restricted stock incentive plan and repurchase and cancellation of restricted stocks（ http://www.cn.info.com.cn. ）。
Guangdong Huashang law firm has issued a legal opinion on Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) terminating the implementation of the 2020 restricted stock incentive plan and repurchasing and canceling the restricted shares granted but not lifted. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
The independent directors of the company have expressed independent opinions on the above matters. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
3、 The meeting deliberated and adopted the proposal on convening the second extraordinary general meeting of shareholders in 2022 by 7 affirmative votes, 0 negative votes and 0 abstention votes
The company plans to hold the second extraordinary general meeting of shareholders in 2022 on February 16, 2022 in the company’s peony hall conference room on the fourth floor, block B, Honglong Century Plaza, 4002 Shennan East Road, Luohu District, Shenzhen. The meeting will be held in a combination of on-site and network.
The notice on convening the second extraordinary general meeting in 2022 is detailed in China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com（ http://www.cn.info.com.cn. ）。 4、 Documents for future reference
1. Resolutions of the 9th meeting of the 4th board of directors;
2. Independent opinions of independent directors on matters related to the ninth meeting of the Fourth Board of directors;
3. Legal opinion of Guangdong Huashang law firm on Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) repurchase and cancellation of some restricted shares in 2019;
4. Legal opinion of Guangdong Huashang law firm on Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) termination of the implementation of the 2020 restricted stock incentive plan and repurchase and cancellation of restricted shares granted but not lifted.
It is hereby announced.
Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) board of directors January 11, 2022
