Securities code: 002822 securities abbreviation: Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) Announcement No.: 2022-009 bond Code: 127033 bond abbreviation: Zhongzhuang zhuan2
Shenzhen Zhongzhuang Construction Group Co.Ltd(002822)
Supplementary announcement on terminating the implementation of 2020 restricted stock incentive plan and repurchase and cancellation of restricted shares
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 at the same time, 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 intends to terminate the implementation of the 2020 restricted stock incentive plan, and the supporting Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) 2020 restricted stock incentive plan, measures for the administration of the implementation and assessment of Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) 2020 restricted stock incentive plan and other relevant documents will be terminated together.
Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) (hereinafter referred to as “the company”) disclosed the announcement on terminating the implementation of 2020 restricted stock incentive plan and repurchase and cancellation of restricted shares (Announcement No.: 2022-006) on January 11, 2022, Now, in accordance with the measures for the administration of equity incentive of listed companies and the guidelines for business handling of listed companies of Shenzhen Stock Exchange No. 9 – equity incentive, the supplementary explanation of the termination of the implementation of the 2020 restricted stock incentive plan and the repurchase and cancellation of restricted shares is as follows:
On January 11, 2022, the 9th meeting of the 4th 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 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、 Reasons for terminating the implementation of 2020 stock option and restricted stock incentive plan
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.
The proposed termination of the incentive plan complies with the relevant provisions of the measures for the administration of equity incentive of listed companies, the guidelines for business handling of listed companies of Shenzhen Stock Exchange No. 9 – equity incentive and the articles of association. After the termination of the incentive plan, the company will fully combine the future macro, industry change trend and the company’s development strategy, establish and improve the company’s long-term and effective incentive and restraint mechanism, effectively combine the interests of shareholders, the company and employees, and promote all parties to pay common attention to the long-term development of the company.
3、 The reason, quantity, price and capital source of the repurchase and cancellation of restricted shares
(I) reasons and number of restricted shares cancelled this time
The reason for the cancellation of restricted shares this time is that the company intends to terminate the implementation of the incentive plan, and the restricted shares that have been granted but have not been lifted shall be repurchased and cancelled by the company. The company shall repurchase and cancel 6828400 restricted shares granted by the incentive object but not yet lifted. After the repurchase and cancellation, the number of restricted shares granted shall be adjusted from 6828400 to 0. The number of restricted stock incentive objects will be adjusted from 111 to 0. The total number of incentive objects involved in this restricted stock repurchase and cancellation is 111.
(II) the price and capital source of the restricted shares to be repurchased and cancelled this time
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 company will pay 24862300 yuan of restricted stock repurchase (including bank deposit interest).
After the repurchase and cancellation of restricted shares, the total share capital of the company will be reduced by 6828400 shares and the registered capital of the company will be reduced by 6828400 yuan.
The source of funds for the repurchase of restricted shares is the company’s own funds.
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
According to the relevant provisions of the accounting standards for business enterprises, the company will not reverse the accrued share based payment expenses for the termination of the equity incentive plan, and accelerate the withdrawal of share based payment expenses that should have been recognized in the remaining waiting period in 2022. As of December 31, 2021, the accrued share based payment expense has been RMB 6.8355 million, and the remaining share based payment expense to be confirmed will be fully accrued in 2022. The impact of final share based payment expenses on 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 optimize the salary system and improve the performance appraisal system
