Faw Jiefang Group Co.Ltd(000800)
Announcement on the completion of repurchase and cancellation of some 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 material omissions.
Special tips:
1. Faw Jiefang Group Co.Ltd(000800) (hereinafter referred to as "the company") this repurchase and cancellation of restricted shares involves 2 original incentive objects. The number of restricted shares repurchased and cancelled totals 260857 shares, accounting for 0.0056% of the total share capital of the company before repurchase and cancellation.
2. As of the disclosure date of this announcement, the company has completed the repurchase and cancellation procedures of the above restricted shares in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. After the cancellation of this repurchase, the total share capital of the company was reduced from 4654375470 shares to 4654114613 shares.
3. The repurchase and cancellation of restricted shares complies with the relevant provisions of laws, administrative regulations, departmental rules, normative documents, articles of association, and the Faw Jiefang Group Co.Ltd(000800) restricted stock incentive plan (Draft) (hereinafter referred to as "restricted stock incentive plan (Draft)").
On December 9, 2021, the company held the 20th meeting of the 9th board of directors and the 19th meeting of the 9th board of supervisors respectively, deliberated and adopted the proposal on adjusting the repurchase price of restricted shares in the first phase of restricted stock incentive plan and the proposal on repurchase and cancellation of some restricted shares in the first term of restricted stock incentive plan. It is agreed to repurchase and cancel 260857 shares of all restricted shares granted to the original two incentive objects but not lifted. According to the authorization of the company's first extraordinary general meeting in 2021, the board of directors of the company shall complete the repurchase and cancellation in accordance with the provisions of the restricted stock incentive plan (draft). The relevant matters are hereby announced as follows: I. brief description of restricted stock incentive plan
1. On November 13, 2020, the 9th meeting of the 9th board of directors of the company deliberated and adopted the proposal on and its summary, the proposal on < Faw Jiefang Group Co.Ltd(000800) measures for the implementation and assessment of restricted stock incentive plan, and the proposal on < Faw Jiefang Group Co.Ltd(000800) measures for the administration of restricted stock incentive Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan. The independent directors of the company expressed their independent opinions on the incentive plan. On the same day, the 8th meeting of the 9th board of supervisors deliberated and adopted the proposal on and its summary, the proposal on < Faw Jiefang Group Co.Ltd(000800) measures for the implementation and assessment of restricted stock incentive plan, and the proposal on < Faw Jiefang Group Co.Ltd(000800) measures for the administration of restricted stock incentive. 2. On December 24, 2020, the company received the reply of the state owned assets supervision and Administration Commission of the State Council (hereinafter referred to as "SASAC") on Faw Jiefang Group Co.Ltd(000800) implementing the equity incentive plan (gzkp [2020] No. 644) forwarded by China FAW Group Co., Ltd. the SASAC of the State Council approved the company to implement the restricted stock incentive plan in principle.
3. From December 24, 2020 to January 3, 2021, the company publicized the names and positions of the first batch of proposed incentive objects in the incentive plan on the company's internal office automation platform (OA). During the publicity period, the board of supervisors of the company did not receive any objection to the list of proposed incentive objects. On January 6, 2021, the company disclosed the verification opinions and publicity statement of the Faw Jiefang Group Co.Ltd(000800) board of supervisors on the list of the first batch of incentive objects in the first phase of the company's restricted stock incentive plan.
4. On January 11, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on and its summary, the proposal on < Faw Jiefang Group Co.Ltd(000800) measures for the implementation and assessment of restricted stock incentive plan, and the proposal on < Faw Jiefang Group Co.Ltd(000800) measures for the administration of restricted stock incentive Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan. 5. On January 15, 2021, the company held the 12th meeting of the 9th board of directors, deliberated and adopted the proposal on adjusting the list and number of the first batch of incentive objects of the first phase of the restricted stock incentive plan and the proposal on granting restricted shares to the incentive objects of the first phase of the restricted stock incentive plan for the first time. On the same day, the 11th meeting of the 9th board of supervisors deliberated and adopted the above proposal and issued verification opinions on adjusting the list of the first batch of incentive objects and the number of awards of the first phase of the restricted stock incentive plan. The independent directors of the company expressed their independent opinions.
6. On February 1, 2021, the company disclosed the announcement on the completion of the first grant registration of the phase I restricted stock incentive plan. The actual number of subscribers of the restricted stock incentive plan for the first time was 319, and 40987700 shares were granted. The listing date of the restricted shares granted is February 5, 2021.
7. On December 9, 2021, the company held the 20th meeting of the 9th board of directors and the 19th meeting of the 9th board of supervisors, deliberated and adopted the proposal on adjusting the repurchase price of restricted shares in the first phase of restricted stock incentive plan and the proposal on repurchase and cancellation of some restricted shares in the first phase of restricted stock incentive plan. The independent directors of the company expressed their independent opinions.
2、 The reason, quantity, price and capital source of the repurchase and cancellation of restricted shares
1. Reason and quantity of repurchase cancellation
Due to the job transfer and other circumstances of the original two incentive objects, they have not met the provisions on Incentive objects in the company's restricted stock incentive plan. The board of directors agreed to repurchase and cancel all the restricted shares granted to the above incentive objects but not lifted, accounting for 260857 shares, accounting for 0.0056% of the total share capital of the company before repurchase and cancellation.
2. Repurchase price and pricing basis
According to the provisions of the restricted stock incentive plan (Draft), after the restricted stock granted to the incentive object completes the share registration, if the company has any matters affecting the total share capital or the stock price of the company, such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division of shares, the allotment or reduction of shares, and the distribution of dividends, The company shall adjust the repurchase price of restricted shares that have not been lifted. Due to the implementation of the 2020 annual equity distribution plan, the company will distribute a cash dividend of 5.00 yuan (including tax) for every 10 shares, and the adjusted repurchase price is 7.04 yuan / share. According to the treatment on the changes of incentive objects in the restricted stock incentive plan (Draft), the 260857 shares held by the above two persons are repurchased and cancelled according to the interest calculated by the grant price (adjusted to 7.04 yuan / share) and the benchmark interest rate of time deposits for the same period published by the people's Bank of China.
3. Total amount and source of funds for repurchase cancellation
The total capital of this repurchase is 1859602.53 yuan (including interest).
The source of repurchase funds is the company's own funds.
3、 Statement of changes in share capital structure after cancellation of this repurchase
After the repurchase and cancellation of restricted shares, the company's shares with limited sales conditions will be reduced by 260857 shares, and the total share capital of the company will be reduced from 4654375470 shares to 4654114613 shares. The statement of changes in share capital structure is as follows:
Before and after this change
Number of shares
Prime quantity proportion quantity proportion
1. Limited
Selling conditions 3242621392 69.67% - 260857 3242360535 69.67% shares 2. Unlimited
Conditions of sale: 1411754078 30.33% - 1411754078 30.33% shares
3. Shares 4654375470 100% - 260857 4654114613 100%
total
4、 Capital verification of this repurchase cancellation
Grant Thornton Certified Public Accountants (special general partnership) issued the capital verification report (ztyz (2021) No. 110c000927) on December 24, 2021, and verified the collection of part of the share subscription funds reserved in the incentive plan and the cancellation of part of the share repurchase. As of December 22, 2021, the company has received a total contribution of RMB twenty-three million seven hundred and forty-three thousand eight hundred and fourteen point thirty-eight (RMB 23743814.38) in currency from 33 issuers such as Wang Manhong, Zhang Yu and quyi, of which the amount included in the share capital is RMB three million seven hundred and twenty-one thousand six hundred and one (RMB 3721601.00), The amount included in the capital reserve is RMB twenty million twenty-two thousand two hundred thirteen point thirty-eight (RMB 20022213.38).
At the same time, we note that the company paid 1836433.28 yuan for stock repurchase to two employees who are no longer qualified as incentive objects, reducing the share capital by 260857.00 yuan, the registered capital by 260857.00 yuan and the capital reserve by 1575576.28 yuan.
As of December 22, 2021, the registered capital after change is RMB 4654114613.00, and the accumulated share capital is RMB 4654114613.00.
5、 Documents for future reference
1. Capital verification report (ztyz (2021) No. 110c000927) issued by Zhitong Certified Public Accountants (special general partnership);
2. Other documents required by SZSE.
It is hereby announced.
Faw Jiefang Group Co.Ltd(000800)
Board of directors
January 17, 2002
