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🇭🇰 港交所CHALIECOCodex · 实盘不做把握 9/10
北京时间·🕒 发布 08-03 19:19:00时区推断·⟳ 抓取 08-03 19:20:16·⚡ 决策 08-04 11:18:22 +15h58m·84.4 天前

中铝国际拟于8月6日完成91.83万股限制性股票回购注销

本次回购注销仅涉及91.83万股限制性股票,约占注销前总股本29.878亿股的0.03%,对每股权益和供需影响极小。

📄 原文CHALIECO↗ 原文
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the con…
不做 中铝国际工程(02068.HK)
限制性股票回购注销比例极小且核心事项3月已披露,本次为程序性实施公告,没有可形成正期望交易的新增催化。
展开详情(成交明细 / 研究档案 / 原文全文 / 决策记录链)

研究档案

🔎 新鲜度:最早出现 2026-03-28 · 扩散 low · price-in 风险 high ↗

关键理由

  • 本次回购注销仅涉及91.83万股限制性股票,约占注销前总股本29.878亿股的0.03%,对每股权益和供需影响极小。
  • 事项源于3月已审议披露的股权激励对象退休、岗位调整及个别违规后的程序性注销,不是新增经营、订单或资本回报催化。
  • 公告明确未收到债权人提前清偿或担保请求,未形成公司级新增风险。

主要风险

  • 若后续披露个别激励对象违规涉及重大经营损失才需重新评估;当前公告未披露相关量级。

原文全文

展开原文 · 11,450 字
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

CHALIECO

# 中鋁國際工程股份有限公司 China Aluminum International Engineering Corporation Limited

(A joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 2068)

## IMPLEMENTATION OF REPURCHASE AND CANCELLATION OF PARTIAL RESTRICTED SHARES GRANTED UNDER THE EQUITY INCENTIVE SCHEME

Reference is made to the announcement of China Aluminum International Engineering Corporation Limited (the “Company”) dated 27 March 2026 in relation to the repurchase and cancellation of partial Restricted Shares granted to Participants but not yet unlocked (the “Announcement”). Unless the context otherwise requires, terms used in this announcement shall have the same meanings as those defined in the Announcement.

### I. DECISION-MAKING AND INFORMATION DISCLOSURE REGARDING THECURRENT REPURCHASE AND CANCELLATION OF RESTRICTED SHARES

On 27 March 2026, the Company convened the fifth meeting of the fifth session of the Board, at which the “Resolution on Repurchase and Cancellation of Certain Granted but Not Yet Unlocked Restricted Shares from Participants” was considered and approved, agreeing to repurchase 918,300 Restricted Shares granted to 13 Participants but not yet unlocked. For details, please refer to the Announcement of China Aluminum International Engineering Corporation Limited on Repurchase and Cancellation of Certain Granted but Not Yet Unlocked Restricted Shares from Participants (Announcement No.: Lin 2026-010) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on 28 March 2026.

Pursuant to the relevant provisions of the Company Law and other relevant laws and regulations, the Company has performed the creditors’ notification procedures in respect of the repurchase and cancellation of Shares. For details, please refer to the Announcement of China Aluminum International Engineering Corporation Limited on Repurchase and Cancellation of Partial Restricted Shares and Reduction of Registered Capital and Notification to Creditors (Announcement No.: Lin 2026-011) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on 28 March 2026. Within the statutory reporting period, the Company has not received any request from relevant creditors for early repayment or provision of security.

- II. PARTICULARS OF THE REPURCHASE AND CANCELLATION OF RESTRICTED SHARES (I) Reasons for and basis of the repurchase and cancellation of Restricted Shares


Pursuant to the provisions of “IV. Changes to the Individual Circumstances of the Participants during the Validity Period” under “Chapter 13 Handling Unusual Changes to the Company and the Participants” of the 2023 Restricted Share Incentive Scheme, where a Participant retires and does not continue to hold position in the Company or its subsidiaries, or terminates the labor relationship with the Company due to objective reasons such as job adjustment beyond the control of the individual, the Company shall have the right to decide that the Restricted Shares of the Participants will still be unlocked at the original time and under the original conditions in the most recent Unlocking Period, and the percentage of unlocking of the Restricted Shares is determined based on the Participants’ length of service in the corresponding year of performance. The remaining portions that have not yet met the time limit for the unlocking and the performance assessment conditions in the remaining years will no longer be unlocked and will be repurchased by the Company at the Grant Price plus interest on fixed bank deposits in the same period. In view of the fact that 4 Participants under the first grant of the 2023 Restricted Share Incentive Scheme have retired and will not continue to hold position in the Company or its subsidiaries, and 7 Participants have terminated their labor relationship with the Company due to objective reasons such as job adjustment beyond the control of the Participants, the Company has decided to retain the Restricted Shares which have satisfied the conditions of performance appraisal period and the specific time limit, and the remaining Restricted Shares which have not satisfied the conditions of performance appraisal period and the specific time limit, totaling 648,200 Shares, shall be repurchased at the Grant Price plus interest on fixed bank deposits in the same period and cancelled by the Company.

In accordance with the provisions of “IV. Changes to the Individual Circumstances of the Participants during the Validity Period” under “Chapter 13 Handling Unusual Changes to the Company and the Participants” of the 2023 Restricted Share Incentive Scheme, in case of the following circumstances of the Participant1, the Participant shall return the income derived from the equity incentive, and the

1 Such violations include: 1. where a Participant has breached national laws or regulations, violated professional ethics, dereliction of duty or misconduct, which severely impaired the interest or reputation of the Company, or caused economic losses to the Company, whether direct or indirect; 2. where a Participant is dismissed due to violation of the Company’s rules and regulations to a severe extent according to relevant provisions of the Company’s reward and punishment management; 3. where the Company has sufficient proof that the Participant, during his/her term of office, has caused direct or indirect losses to the Company due to his/her violation of laws or disciplines such as bribery, solicitation of bribes, corruption, theft and divulgence of confidential operational and technological information of the Company; 4. where the Participant is held criminally liable for act of crime; 5. where the Participant causes improper losses to the Company as a result of violating relevant laws and regulations or the Articles of Association; 6. where the Restricted Shares are not permitted to be granted to the Participants pursuant to Article 8 of the Administrative Measures.

Restricted Shares which have been granted but not unlocked shall be repurchased by the Company, for which the repurchase price shall be the lower of the Grant Price and the market price of the Company’s Shares at the time of the repurchase. Considering the occurrence of relevant violations of 2 Participants under the first grant of the 2023 Restricted Share Incentive Scheme, the Company has decided to disqualify them as Participants and repurchase and cancel all the Restricted Shares granted to the Participants but not yet unlocked, totaling 270,100 Shares, which shall be repurchased by the Company at the lower of the Grant Price and market price of the Company’s Shares at the time of the repurchase.

In summary, the total number of Restricted Shares subject to the current repurchase and cancellation is 918,300 Shares.

### (II) Relevant Participants and number of Shares involved in the repurchase andcancellation

The current repurchase and cancellation of Restricted Shares involves 13 Participants, with an aggregate of 918,300 Restricted Shares are proposed to be repurchased and cancelled. Upon completion of the current repurchase and cancellation, the number of outstanding Restricted Shares under the equity incentive would be 27,851,300 Shares.

### (III) Arrangements for the repurchase and cancellation

The Company has opened a special repurchase securities account with the Shanghai Branch of China Securities Depository and Clearing Corporation Limited (“CSDC Shanghai Branch”) and submitted the relevant applications for the current repurchase and cancellation to the CSDC Shanghai Branch. It is expected that the repurchase and cancellation of the Restricted Shares will be completed on 6 August 2026.

### III. CHANGES IN THE SHARE CAPITAL STRUCTURE OF THE COMPANYAFTER THE REPURCHASE AND CANCELLATION OF RESTRICTED SHARES

Upon completion of the current repurchase and cancellation of Restricted Shares, the changes in the share capital structure of the Company are as follows:

Class

Before the Change

Current Change

Unit: Share

After the Change

A Shares 2,588,360,267 -918,300 2,587,441,967 Of which: Shares subject to

selling restrictions 28,769,600 -918,300 27,851,300 Shares not subject to selling

restrictions 2,559,590,667 0 2,559,590,667 H Shares 399,476,000 0 399,476,000

Total 2,987,836,267 -918,300 2,986,917,967

Note: The above changes in shares are subject to the results issued by CSDC Shanghai Branch after the

completion of the current cancellation.

### IV. EXPLANATION AND UNDERTAKING

The Board explains that: the decision-making procedures and information disclosure relating to the current repurchase and cancellation of Restricted Shares are in compliance with the relevant laws, regulations, the Administrative Measures, the provisions of the Company’s equity incentive scheme and the arrangements under the grant agreement of the Restricted Shares, and do not prejudice the legitimate rights and interests of the Participants or the interests of creditors.

The Company undertakes that: it has verified and warrants that the information on the Participants, the number of Shares, the date of cancellation and other matters involved in the current repurchase and cancellation is true, accurate and complete; it has adequately informed the relevant Participants of the current repurchase and cancellation; and the relevant Participants have not raised any objection to the repurchase and cancellation. In the event of any dispute arising from the current repurchase and cancellation with the relevant Participants, the Company will bear the relevant legal liabilities arising therefrom on its own initiative.

### V. THE CONCLUSION OF THE LEGAL OPINION

Beijing Jia Yuan Law Offices is of the view that the Company has obtained the necessary internal authorisation and approval for the current repurchase and cancellation, which is in compliance with the relevant provisions of the Administrative Measures and the 2023 Restricted Share Incentive Scheme. The reasons for, numbers of and prices of the Company’s current repurchase and cancellation are in compliance with the relevant provisions of the Administrative Measures and the 2023 Restricted Share Incentive Scheme, and the Company still needs to complete the share repurchase and cancellation registration procedures, business registration change procedures and filing procedures for the current share repurchase and cancellation in accordance with the provisions of the Company Law and other relevant laws and regulations.

By Order of the Board China Aluminum International Engineering Corporation Limited TAO Fulun Executive Director and Joint Company Secretary Beijing, the PRC, 3 August 2026

As at the date of this announcement, the non-executive Directors are Mr. LIU Changkui and Mr. WANG Dezhong; the executive Directors are Mr. LI Yihua, Mr. LIU Jing and Mr. TAO Fulun; the employee representative Director is Mr. LIU Dongjun; and the independent nonexecutive Directors are Mr. ZHANG Ting’an, Ms. HUI Lai Kwan and Mr. TONG Pengfang.

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