Securities code: 002878 Securities Abbreviation: Yuanlong Yatu Announcement Number: 2023-099
The company and all members of the board of directors guarantee that the content of the information disclosure is true, accurate, and complete, without false records, misleading statements or major omissions.
1. This stock options abbreviation: Yuanlong JLC2, stock option code: 037191.
2. There are 27 incentive objects that meet the rights conditions of this time. The number of feasible stock options is 360,300, accounting for 0.16%of the company's current total share capital, and the exercise price is 17.04 yuan/copy.
3. The stock option granted by the stock options incentive plan in 2020 is divided into three exercise periods. The period of this stock options is from December 4, 2023 to November 22, 2024.According to the process of handling procedures, the actual period of actual rights period of the right period of exercise period is from the date of completion of the relevant procedures of the Shenzhen Branch of the Shenzhen Branch of China Securities Registration and Settlement Co., Ltd.The procedures for the Shenzhen Branch of Securities Registration and Settlement Co., Ltd. have been completed.
4. If the options of the feasibility stocks will be fulfilled, the company's shares still have the conditions for listing.
5. This exercise is adopted to take the autonomous exercise model. The company has reached an agreement with the independent exercise model and the choice of the contractor of the undertaking broker, and clearly agreed that the rights and responsibilities of all parties are agreed.
Beijing Yuanlong Yatu Culture Communication Co., Ltd. (hereinafter referred to as "Company") held the 25th meeting of the Fourth Board of Directors and the 23rd meeting of the Fourth Supervisory Committee in November 22, 2023 to review and approve the "About aboutThe company's 2020 stock option incentive plan reserves a proposal to be awarded some secondary exercise periods of exercise periods ".(The following referred to as the "Otest and Incentive Plan"), the company's 2020 stock options incentive plan for the company's 2020 to grant part of the second exercise period of exercise period has been achieved.The second exercise period can be feasible for 360,300 shares options, and the exercise price is 17.04 yuan/copy.The second exercise period is adopted by autonomous exercise.
For details, please refer to the "Fourth Fourth Board of Directors" (announcement number: 2023-089), the "Second Third Meeting Resolution of the Fourth Supervisory Board" (announcement number: 2023-090) and the "Regarding the 2020 stock options incentive plan reserved shares optional rights to achieve the achievementAnnouncement "(announcement number: 2023-093).
As of the date of this announcement, the autonomous exercise matters have been approved by the Shenzhen Stock Exchange, and the company has completed the registration and declaration of autonomous exercise at the Shenzhen Branch of China Securities Registration and Settlement Co., Ltd.The specific arrangements for this autonomous exercise this time are as follows:
1. Stock option code and abbreviation
Stock options abbreviation: Yuanlong JLC2
Stock option code: 037191
Second, the source of exercise stocks
The company's A -share ordinary shares issued by the company's incentive objects.
3. Instructions for the achievement of the right to exercise conditions for the second exercise period of the stock options of the stock options in the stock options incentives in 2020
1. Waiting period expires
According to the "Beijing Yuanyatu Culture Communication Co., Ltd. 2020 stock option incentive plan (draft)" (hereinafter referred to as "" Options Incentive Plan ""), the incentive object of the stock options incentive plan in 2020After 12 months, the exercise can be started. The incentive object can exercise the options granted by the granted. The second exercise period is from the first trading day of the first trading day from the first day of the award.The last trading day of the month.The proportion of exercise is 30%of the total number of options awarded shares.
The grant date for reserving the awarded stock options of this incentive plan is November 25, 2021, and the reserved second -term terminal waiting period is reserved on November 24, 2023.
2. The right of exercise conditions that need to be met in the second exercise period
In summary, after careful inspection, the board of directors believed that the company's incentive plan reserved some of the second exercise periods of exercise periods of exercise periods has been achieved.The authorization agrees that the company to handle the relevant matters required by the rights of the shares to meet the requirements of the condition.
Fourth, exercise price and number of feasible rights
The price of the second exercise period of exercise this time is 17.04 yuan/serving, and 27 incentive objects that meet the rights of the rights, and the number of feasible stock options is 360,300, accounting for 0.16%of the current total share capital of the company.Show:
Note: The actual number of exercise is shall be based on the registration of Shenzhen Branch of China Securities Registration and Clearance Co., Ltd.If the company has dividend payments, capital provident funds to increase equity, payable stock dividends, stock demolition, shares or reduction shares, etc.
5. Explanation of the feasibility right of this incentive object and the consistency of the award announcement
1. Instructions for adjustment of exercise price adjustment
According to the "Options Incentive Plan", the stock option incentive plan in 2020 reserved the prices of the equity of the shares of the stock period is 17.90 yuan/copy.During the period of stock option validity, when the capital reserve increase, shares dividend, shares demolition or reduction of shares, and off -share allocation, the exercise price will be adjusted accordingly.
公司于2022年5月14日实施了2021年度利润分配方案：以截至2022年3月31日公司总股本223,170,841股为基数，向全体股东每10股派发现金股利3.60元（含税），pk batch shoesEmergencies合计派发803.415 million yuan.
On May 15,Emergencies 2023, the company implemented a profit distribution plan for 2022: Based on March 31, 2023, the company's total share capital was 223,170,841 shares as the base and distributed 5.00 yuan (tax) per 10 shares to all shareholders.115.854 million yuan.
The price of the right to reserve part of the stock period is adjusted to 17.04 yuan/copy.
2. List of some instructions for some stock options
Because before this exercise, some incentive objects are no longer met to become the conditions for the object of incentives because the departure is no longer satisfied; in addition, because some incentive objects have not reached the excellent level in the performance evaluation, the company will relieve the limited sales quota of the year according to its performance level.Cancer a certain percentage.Therefore, the number of feasible rights of the 30 objects in this incentive plan is 27 (the remaining three people's current assessment results are unqualified, the number of feasibility rights is zero, and the number of feasibility stocks is 360,300 copies of the total number of feasible stocks are 360,300 copiesEssenceFor details, please refer to the "Announcement on the first granting and reserved shares option for the first time of the company's 2020 stock option incentive plan" released on November 23, 2023 (Announcement Number: 2023-094).In addition to the above situations, the number and quantity of the feasible rights of this incentive object are consistent with the company's grant registration.
6. Exercise period and feasibility date
The actual feasibility period of this option: From the date of completion of the relevant procedures of the Shenzhen Branch of China Securities Registration and Settlement Co., Ltd. to November 22, 2024, as of the date of this announcement, China Securities Registration and Settlement Co., Ltd. Shenzhen BranchThe procedures have been completed.
The feasibility date must be the trading day, but the right to do within the following period must not be within the following period:
① Within 30 days before the announcement of the regular report, the annual report and the date of the semi -annual report announcement are delayed from the time before the announcement of the original appointment.
② Within 10 days before the company's performance trailer and performance express report;
③ Since the date of major events that may have a greater impact on the price of the company's stock and its derivative varieties, or the date of entering the decision -making process, it will be within 2 trading days after disclosure according to law;
④ Other periods stipulated by the China Securities Regulatory Commission and the Shenzhen Stock Exchange.The above -mentioned "major events that have a greater impact" are transactions or other major issues disclosed by the company in accordance with the provisions of the Shenzhen Stock Exchange's Stock Listing Rules.According to the "Options Incentive Plan", the options that failed to obtain the right to exercise rights or the current stock options that did not exercise the current period after the end of the exercise period will be immediately invalidated, and the company will be recovered and canceled uniformly.
Seven, exercise methods
The authority of the rights of this stock period adopts the autonomous exercise model.The company's autonomous acting securities company is China CICC Fortune Securities Co., Ltd., and the running securities firm has promised its independent exercise business system provided by the company and incentive objects in the business commitment.Require.
8. The target of this feasibility incentive does not include the company's directors and senior managers.
Nine, do not meet the conditions of the handling of stock options
Some incentive objects are no longer qualified for incentive objects, and the individual performance evaluation leads to all or part of the stock options that are planned during the exercise period. The company will cancel the corresponding stock options in accordance with regulations.According to the provisions of the "Options Incentive Plan", the incentive object meets the exercise conditions and must exercise the right within the scheduled execution period.As of the next issue of exercise, the options of this part of the stock are canceled by the company.
Ten, the change of the stock
This rights will not have a significant impact on the company's equity structure, and the company's controlling shareholders will not change.After the second exit period of the equity incentive plan option, the company's shares still have the conditions for listing.If all the rights options of this feasibility right, if all the rights of the stock, the company's share capital will increase by 360,300 shares. The changes in the share capital structure will be shown in the following table:
Eleven, the impact of this exercise on the company
1. The impact on the company's financial status and operating results of the year
The option costs of this right to do this will be amortized during the waiting period in accordance with the relevant accounting standards and accounting systems, and the cost of cost will be increased accordingly to increase the capital reserve accordingly.According to the "Incentive Plan", assuming that all the stock options that can be feasible in this issue, the company's total share capital will increase by 360,300 shares, which will have a small impact on the company's basic earnings per share. The specific impact shall be based on the data audited by the accountant.
2. The effect of selecting the independent exercise model on the valuation method of the stock option
The company uses Black-Scholes option pricing model to determine the fair value of the stock option on the day of the grant on the award date. According to the accounting processing method of stock options, after the grantingIt will affect the pricing of stock options.Stock options choose independent exercise models will not have a substantial impact on the pricing and accounting accounting of stock options.
This exercise does not have a significant impact on the company's equity structure, and the company's controlling shareholder and actual controller will not change.After the completion of this rights, the company's equity structure still has listing conditions.
12. Other explanations
1. In the regular report (including quarterly reports, semi -annual reports, and annual reports), the company will disclose the changes in equity incentives every quarter in the form of temporary reports, the adjustment of important parameters of the stock options, the independent exercise of the incentive object, and the change of the company's shares.Information and other information.
2. The company's 2020 stock option incentive plan reserves the funds raised by the awarded part of the second exercise period to store the company's special accounts to supplement the company's mobile funds.The individual income tax shall be paid by the company's incentive object shall be paid by the company.
3. The exercise funds of this incentive object and all the funds that pay personal income tax are all self -funded. The company promises not to provide loans and other forms of financial funding for the stock in accordance with the stock options incentive plan, including loans, including loans for their loansProvide guarantee.
13. Preparation document
1. "Resolution of the Fourth Board of Directors";
2. "Resolution of the 23rd Meeting of the 4th Supervisory Board";
Beijing Yuanlong Yatu Culture Communication Co., Ltd.
Board of Directors
December 7, 2023
Stocks abbreviation: Qinglong Management Industry Stock Code: 002457 Announcement Number: 2023-071
All members of the company and the board of directors guarantee the authenticity, accuracy, and completeness of the announcement, without false records, misleading statements or major omissions.
Recently, Ningxia Qinglong Management Group Co., Ltd. (hereinafter referred to as "Company") was the holding subsidiary-Ningxia Qinglong Steel Plastic Composite Pipe Pipe Pipeline Co., Ltd. (hereinafter referred to as "Steel Pipe Company") guaranteed a prepaid letter of preparation and the Bank of China.Limited Tong Tongxia Sub -branch (hereinafter referred to as the "ICBC Pinxia Sub -branch") signed the "Opening Non -Financing Certificate/Reserve Liberation Credit Agreement". The specific situation is as follows:
1. Overview of the prepaid guarantee letter
The company's holding subsidiary Ningxia Qinglong Steel Plastic Composite Pipe Co., Ltd. and Zhongshui North Survey and Design and Research Co., Ltd. signed the "Steel Plastic Composite Pipe Pipeline and Pipe Pipe Procurement Contracts in Lhasa City", and a prepaid guarantee letter was issued in accordance with the contract.
1. Signing date: December 6, 2023
2. Guaranteed person: Ningxia Qinglong Steel Plastic Composite Pipe Co., Ltd.
3. Creditors: Cong Tongxia Sub -branch of Industrial and Commercial Bank of China Co., Ltd.
4. Applicant/Guarantor: Ningxia Qinglong Management Group Co., Ltd.
5. The amount of guaranteed letter (RMB): Three hundreds of thousands and three thousands of thousands of thousands, one thousand yuan, and a dollar of land angle (30,371,008.65 yuan);
6. The right to make a decision -making agency for review:
The third session of the 6th board of directors held on March 28, 2023, the second session of the 6th Supervisory Committee, and 2022 Annual Shareholders' Meeting held on April 20, 2023, reviewed and approved the "Application for Financing to the Bank for financingProposal for comprehensive credit quota.Agree with the company (including holding subsidiaries within the scope of the merger statement) according to the 2023 production and operation activities and investment needs, the total application of the bank's total application of not more than 2.4 billion yuan (including the current valid credit quota, the not yet recovered letter, etc.) bank credit quotaThe use includes but is not limited to the company's mobile funds borrowing, long -term borrowing, issuing credit, issuing guarantee, and issuing acceptance bills.Within the scope of the company and the scope of the merger statement, the controlling subsidiary can guarantee each other when applying for the application for credit or financing, but the cumulative guarantee balance of any time shall not be higher than the above credit line;Holding subsidiary.In addition to the above situations, other guarantees must comply with relevant laws and regulations, corporate articles of association, and the company's relevant internal control systems and perform separate review procedures.
The company's authorized general manager's office meeting will exercise specific decision -making power during the above credit quota, scope of use and credit.The acceptance of the acceptance bill, the guarantee subsidiary of the holding subsidiaries within the scope of the consolidated statement, and the guarantee of the company's guarantee for the company's guarantee within the scope of the consolidated statement) contract, agreement, and voucher, etc.Essence
For details, please refer to the "Www.cninfo.com.cn), Securities Times, Securities Daily, and China Securities Journal" Announcement Number of the Sixth Board of Directors "on March 30, 2023: 2023-010), the "Announcement of the Second Meeting of the Sixth Supervisory Committee" (announcement number: 2023-011), "Announcement on Application for Comprehensive Credit Tendor Ending to Bank" (Announcement Number: 2023-015) and 2023The Announcement of the 2022 Annual Shareholders' Conference Decision on April 21 (Announcement Number: 2023-029).
The company's decision of the office of the company held on December 6, 2023 2023: Agree with the company to provide guarantees for the steel pipe company to perform the contract responsibility and obligations in accordance with the contract, and issue a corresponding prepaid letter.
This guarantee is within the scope of credit approved by the shareholders' meeting.
2. Basic situation of the guarantor
1. Name: Ningxia Qinglong Steel Plastic Composite Pipe Co., Ltd.
2. Established date: March 02, 2020
3. Residence: Tongtongxia City Baya Town Qinglong Management Industrial Plant House 2nd Floor Room No. 208, No. 208
4. Legal representative: Chen Shangbin
5. Registered capital: 10,000 million yuan
6. Company type: other limited liability companies
7. Scope of operation: construction engineering construction; construction engineering design (projects required according to law, only approved by the relevant departments to carry out business activities) General projects: steel -plastic composite pipes, thermal insulation steel pipes and pipelines, design, design, manufacture, and sales; Steel pressure extension; manufacturing of metal materials; engineering management services; sales of metal materials; sales of anticorrosive materials; mechanical equipment leasing; housing leasing (except for permitting business, it can operate laws and regulations in accordance with the law, non -prohibited or restricted items)
8. Relationship with the company: Ningxia Qinglong Steel Plastic Composite Pipe Co., Ltd. is the company's holding subsidiary
9. Shareholders (shareholding): Ningxia Qinglong Management Group Co., Ltd. (90.57%), Ningxia Huiquan Engineering Technology Consulting Partnership (4%), Ningxia Rongfa Engineering Technology Consulting Partnership (2.93%), Weifang OrientalSteel Pipe Co., Ltd. (2.5%).
10. The assets and income of the person being guaranteed in the last year (unit: 10,000 yuan)
11. The guarantee party is not a dishonesty and an executor
3. The main content of the preparation of prepaid guarantee letters
1. Beneficial beneficiary: Zhongshui North Survey and Design and Research Co., Ltd.
2. Inspection letter amount: The amount of prepaid guarantee is 30,371,008.65 yuan
3. Bureaus period: The validity period of the guarantee letter is from the date of opening from the bank to November 30, 2024
4. Form of guarantee: pay immediately when you see the cable
Fourth, board opinion
Ningxia Qinglong Steel Plastic Composite Pipe Co., Ltd. is a holding subsidiary within the scope of the consolidated statement. Its application for a prepaid payment letter is required for normal production and operation.Other shareholders of Ningxia Qinglong Steel Plastic Composite Pipe Co., Ltd. did not provide equivalent or anti -guarantee at the proportion of capital contribution, but the company had absolute control over the operation of steel pipe companies, and the company had the ability to effectively control its management risks during the guarantee period.In summary, the company will not adversely affect the company's guarantee, and does not harm the interests of shareholders.
5. Cumulative number of external guarantees and the number of overdue guarantees
After this guarantee, the total amount of foreign guarantee contracts for the company and holding subsidiaries was RMB 32,951,700 (all provided guarantees for subsidiaries within the scope of the company's merger statement), accounting for 14.25% of the company's net assets attributable to the net assets of the parent company in 2022Essence
The actual balance of the company and holding subsidiaries' external guarantee contract is 91.9698 million yuan (all provided guarantees for subsidiaries within the scope of the company's merger statement), accounting for 3.98%of the company's net assets attributable to the parent company's net assets in 2022.
The total balance of the guarantee provided by the company and the company's holding subsidiaries to the outside of the merger statement is 0 yuan.
The company and holding subsidiaries have no overdue guarantee, no guarantee involving litigation, and there are no cases that should bear the loss due to the defeat of the guarantee.
6. Preparation document
1. "Open Non -Financial Association Insurance Letter/Reserve Lreds Credit Agreement";
2. "Application of Non -Financing Guarantee Business".
Ningxia Qinglong Management Group Co., Ltd.
Board of DirectorsReps Jordan
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