中国中铁股份有限公司关于回购注销部分限制性股票减资暨通知债权人的公告

Core Viewpoint - China Railway Group Limited has announced the repurchase and cancellation of 54,786,990 restricted stocks due to unmet performance targets in its 2021 stock incentive plan, resulting in a reduction of total share capital and registered capital [2][12][18]. Group 1: Reasons for Notification to Creditors - The company held a board meeting on September 29, 2025, where it approved the repurchase of restricted stocks due to the failure to meet performance assessment criteria for the third release period of the 2021 incentive plan [2][12]. - A total of 678 incentive participants will have their stocks repurchased, which will decrease the total share capital from 24,741,008,919 shares to 24,686,221,929 shares [2][12]. Group 2: Information for Creditors - Creditors are notified that they have 45 days from the announcement date to claim debts or request guarantees due to the reduction in registered capital [3][4]. - Required documentation for creditors includes contracts and proof of debt relationships, with specific requirements for both corporate and individual creditors [3][4]. Group 3: Details of the Stock Repurchase - The repurchase involves 54,786,990 shares, with 50,813,003 shares from 628 initial grant recipients at a repurchase price of 2.766 yuan per share, and 3,973,987 shares from 50 reserved grant recipients at 3.092 yuan per share [7][12][16]. - The total payment for the repurchase will amount to 152,836,335.43 yuan, funded entirely by the company's own resources [16]. Group 4: Impact on Company Structure - Following the repurchase, the company's total shares will decrease, but this will not affect the controlling shareholder or the actual controller, maintaining compliance with listing conditions [16][18]. - The repurchase will not have a substantial impact on the company's financial status or operational results, and the management team will continue to fulfill their responsibilities [16][18]. Group 5: Legal and Procedural Compliance - The board's decision to repurchase the stocks has been validated by the remuneration and assessment committee, confirming compliance with relevant laws and regulations [17][19]. - Legal opinions affirm that the repurchase process has obtained necessary authorizations and adheres to the guidelines for stock incentive management [19].