Securities code: 000589 securities abbreviation: Gui Zhou Tyre Co.Ltd(000589) Announcement No.: 2022-007 Gui Zhou Tyre Co.Ltd(000589)
On repurchase and cancellation of 2019 restricted stock incentive plan
Announcement on partial restricted shares and adjustment of repurchase price
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 major omissions.
Special tips:
1. The company will repurchase and cancel the 2019 restricted stock incentive plan. Some incentive objects have been granted but have not been approved to lift the restrictions on sales and do not meet the incentive conditions. The remaining restricted shares that have not been lifted are 79000 shares, accounting for 0.0083% of the total share capital of the company before repurchase and cancellation, and the repurchase price is 1.96 yuan / share.
2. After the completion of repurchase and cancellation, the total share capital of the company will be reduced from 956319462 shares to 956240462 shares.
Gui Zhou Tyre Co.Ltd(000589) (hereinafter referred to as “the company” or ” Gui Zhou Tyre Co.Ltd(000589) “) held the 30th meeting of the 7th board of directors and the 23rd Meeting of the 7th board of supervisors on January 24, 2022, The proposal on repurchasing and canceling some restricted stocks in the 2019 restricted stock incentive plan and adjusting the repurchase price was reviewed and passed (the proposal has been authorized by the fourth extraordinary general meeting of shareholders in 2019 and does not need to be submitted to the general meeting of shareholders for deliberation). The relevant information is hereby announced as follows:
1、 Brief introduction to the implementation of restricted stock incentive plan in 2019
1. On December 9, 2019, the company held the 9th meeting of the 7th board of directors and the 6th meeting of the 7th board of supervisors, deliberated and adopted the proposal on the company’s 2019 restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s assessment and management measures for the implementation of 2019 restricted stock incentive plan Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company’s 2019 restricted stock incentive plan, proposal on verifying the list of incentive objects of the company’s 2019 restricted stock incentive plan, etc. The independent directors of the company expressed their independent opinions and the lawyers hired by the company
Issued relevant legal opinions. For details, see the relevant announcement issued by the company on cninfo.com on December 10, 2019.
2. On December 11, 2019, the independent financial consultant hired by the company issued the independent financial consultant report. 3. On December 13, 2019, the state owned assets supervision and Administration Commission of Guiyang issued the reply on the request for instructions of Guiyang industrial and Commercial Investment Group Co., Ltd. on Gui Zhou Tyre Co.Ltd(000589) implementing the restricted stock incentive plan, which agreed in principle to the company’s implementation of the restricted stock incentive plan in 2019.
4. From December 10, 2019 to December 20, 2019, the company publicized the names and positions of the list of incentive objects within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects. On December 24, 2019, the board of supervisors of the company disclosed the review opinions and publicity statement of the board of supervisors on the list of incentive objects of the company’s 2019 restricted stock incentive plan.
5. On December 30, 2019, the company held the fourth extraordinary general meeting of shareholders in 2019, deliberated and adopted the proposal on the company’s 2019 restricted stock incentive plan (Draft) and its summary Proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2019 and proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2019.
6. On December 31, 2019, the company disclosed the Gui Zhou Tyre Co.Ltd(000589) self inspection report on the trading of the company’s shares by insiders of the company’s restricted stock incentive plan in 2019.
7. On January 16, 2020, the company held the 10th meeting of the 7th board of directors and the 7th Meeting of the 7th board of supervisors, deliberated and adopted the proposal on adjusting the list and number of incentive objects of the company’s 2019 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects, The board of supervisors verified the list of incentive objects granted restricted shares this time, and the independent directors of the company expressed independent opinions on relevant matters. The lawyer hired by the company has issued relevant legal opinions, and the independent financial consultant hired by the company has issued an independent financial consultant report.
8. On February 10, 2020, the company issued the announcement on the completion of the grant registration of the restricted stock incentive plan in 2019. After examination and confirmation by Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the company has completed the grant registration procedures of the restricted stock incentive plan in 2019. The company granted 22125000 restricted shares to 444 incentive objects. The grant date of this incentive plan is January 16, 2020, and the listing date of the restricted shares granted this time is February 11, 2020.
9. On January 24, 2022, the company held the 30th meeting of the 7th board of directors and the 23rd Meeting of the 7th board of supervisors, deliberated and adopted the proposal on the achievement of lifting the restrictions during the first lifting period of the restricted stock incentive plan in 2019 The independent directors of the company issued clear and independent opinions on the proposal on repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan and adjustment of repurchase price. The lawyer hired by the company issued a legal opinion, and the independent financial consultant hired by the company issued an independent financial consultant report.
2、 The reason, quantity, price and capital source of the repurchase and cancellation of restricted shares
1. Reason and quantity of repurchase cancellation
The shares to be repurchased and cancelled this time are RMB common shares granted by the company to the incentive objects in accordance with the 2019 restricted stock incentive plan.
According to the company’s 2019 restricted stock incentive plan and 2019 restricted stock incentive plan implementation assessment management measures, the company assessed the personal performance of 444 incentive objects granted by this restricted stock incentive plan in 2020, of which 6 were assessed as good, and the proportion of sales restrictions that can be lifted in the current period is 90%; One person resigned during the assessment period and did not meet the incentive conditions, and the restricted shares granted to him shall be repurchased and cancelled by the company. In addition, after the expiration of the assessment in 2020, one person resigned and one person retired before the lifting of the sales restriction. The two persons have not met the incentive conditions, and the remaining restricted shares that have not been approved to lift the sales restriction shall not be lifted and shall be repurchased and cancelled by the company. Therefore, the company will repurchase and cancel 79000 shares of restricted shares that have been granted to the above incentive objects but have not been approved to lift the restrictions on sales and do not meet the incentive conditions, accounting for 0.0083% of the total share capital of the company before repurchase and cancellation.
2. Repurchase price and pricing basis
According to the provisions of “II. Adjustment method of repurchase price” in “chapter XIV principles for repurchase and cancellation of restricted shares” of the company’s restricted stock incentive plan in 2019, after the restricted shares granted to the incentive object are registered, if the company’s capital reserve is converted into share capital, stock dividends are distributed, shares are subdivided, shares are reduced, dividends are distributed In case of share allotment and other matters affecting the total share capital or stock price of the company, the company shall adjust the repurchase price of restricted shares that have not been lifted.
Whereas, the company implemented equity distribution in 2019 and 2020 in July 2020 and June 2021 respectively. The 2019 annual equity distribution plan is: Based on the total share capital of 797589304 shares after the company granted 2212500 A-share restricted shares to 444 incentive objects in January 2020, distribute cash dividends of RMB 0.40 (including tax) to all shareholders for every 10 shares, and distribute dividends of RMB 31903572.16 to shareholders in total. No bonus shares will be given, and no accumulation fund will be converted into share capital. The annual equity distribution plan for 2020 is: Based on the company’s 2021
After the non-public offering of shares in March, the total share capital of 956319462 shares was taken as the base, and cash of 1.50 yuan (including tax) was distributed to all shareholders for every 10 shares. A total of 143447919.30 yuan was distributed to shareholders. No bonus shares were given, and no accumulation fund was converted into share capital. After the above equity distribution is completed, the company needs to adjust the repurchase price as follows:
P ＝ p0-v = 2.15-0.04-0.15 = 1.96 yuan / share
Where: P0 is the grant price before adjustment; V is the dividend per share; P is the adjusted grant price. After dividend adjustment, P must still be greater than 1.
According to the above adjustment method, the repurchase price of restricted shares is adjusted to 1.96 yuan / share.
3. Total amount and source of funds to be used for repurchase
The total amount of the company’s proposed restricted stock repurchase is RMB 154840. The funds required for this repurchase are from the company’s own funds.
3、 Changes in share capital structure after the cancellation of this repurchase
After the repurchase and cancellation of restricted shares, the company’s shares with limited sales conditions will be reduced by 79000 shares, and the total share capital of the company will be reduced from 956319462 shares to 956240462 shares. The changes in share capital structure (calculated based on the nature of shares as of the date of this announcement) are as follows:
Nature of shares before and after this change
Quantity (share) proportion quantity (share) quantity (share) proportion
1. Shares with limited sales conditions 91172619 9.53% – 79000 91093619 9.53%
0.00% 0.00% of senior management locked shares
Restricted shares after IPO 69047619 7.22%
Equity incentive restricted shares 2212500 2.31% – 79000 22046000 2.31%
2. Shares with no sale conditions 865146843 90.47%
3. Total share capital 956319462 100.00% – 79000 956240462 100.00%
Note: after the cancellation of this repurchase, the controlling shareholder and actual controller of the company will not change, and the equity distribution of the company still meets the listing conditions. The final change of share capital shall be subject to the share capital structure table issued by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch after the completion of repurchase and cancellation.
4、 Impact of this repurchase cancellation on the company’s performance
The repurchase and cancellation of some restricted shares will not affect the continuous implementation of the equity incentive plan, the stability of the company’s management team, or have a material impact on the company’s operating performance and financial status. The company’s management team will continue to earnestly perform their duties and make every effort to create value for shareholders.
5、 Verification opinions of the remuneration and assessment committee of the board of directors
We believe that the procedures for this repurchase, cancellation of restricted shares and adjustment of repurchase price comply with the measures for the administration of equity incentive of listed companies, 2019 restricted stock incentive plan and other relevant provisions, are legal and effective, and there is no damage to the interests of the company and all shareholders.
We agree with the company to repurchase and cancel some restricted shares and adjust the repurchase price.
6、 Independent opinions of independent directors
We believe that the company’s proposed repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan and the adjustment of repurchase price comply with the relevant provisions of the measures for the administration of equity incentives of listed companies and the company’s 2019 restricted stock incentive plan. The reasons, quantity and price of repurchase are legal and compliant. The repurchase and cancellation of the company will not affect the continuous operation of the company, It will not have a significant impact on the company’s operating performance and will not damage the interests of the company and all shareholders. Therefore, we agree with the company to repurchase and cancel some restricted shares and adjust the repurchase price.
7、 Opinions of the board of supervisors
After checking the repurchase, cancellation of restricted shares and adjustment of repurchase price, the number of shares to be cancelled and the list of incentive objects involved, the board of supervisors believes that:
The procedures for this repurchase, cancellation of restricted shares and adjustment of repurchase price comply with the measures for the administration of equity incentive of listed companies, the company’s 2019 restricted stock incentive plan and other relevant provisions, are legal and effective, and there is no situation that damages the interests of the company and all shareholders. Agree with the company to repurchase and cancel some restricted shares and adjust the repurchase price.
8、 Legal opinion and concluding observations
Beijing Guofeng law firm believes that as of the date of issuance of the legal opinion, Gui Zhou Tyre Co.Ltd(000589) the cancellation of this repurchase and the adjustment of repurchase price have obtained the necessary authorization and approval at this stage, which is in line with the relevant laws, regulations and normative documents such as the measures for the administration of equity incentive of listed companies, as well as the provisions of the 2019 restricted stock incentive plan and the articles of Association; The reason, quantity and price of this repurchase cancellation comply with the relevant provisions of the measures for the administration of equity incentive of listed companies, the 2019 restricted stock incentive plan and the articles of Association; Gui Zhou Tyre Co.Ltd(000589) it is still necessary to perform relevant information disclosure obligations on the cancellation of this repurchase in accordance with the measures for the administration of equity incentives of listed companies and the relevant normative documents of Shenzhen Stock Exchange; Due to the reduction of the company’s registered capital caused by the cancellation of this repurchase, Gui Zhou Tyre Co.Ltd(000589) still need to perform the capital reduction procedures in accordance with the provisions of the company law, and apply to Shenzhen Stock Exchange and securities registration and settlement institution for handling the relevant share cancellation and capital reduction procedures.
9、 Concluding observations of the independent financial adviser’s Report
Guosen Securities Co.Ltd(002736) think: cut
