Securities conversion code: 1136013-6013
Great Wall Motor Company Limited(601633)
With regard to the announcement on the conversion of convertible corporate bonds into shares and the independent exercise results and share changes in the first exercise period of stock options granted for the first time by the 2020 restricted stock and stock option incentive plan, the board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and the authenticity of its contents Individual and joint liability for accuracy and completeness.
Important content tips:
Convertible bonds into shares: from January 1, 2022 to January 31, 2022, a total of 171000 yuan of “Changqi convertible bonds” have been converted into shares of the company, with 4475 shares, accounting for 0.000048% of the total issued shares of the company before convertible bonds into shares. From December 17, 2021 to January 31, 2022, a total of 802000 yuan of “Changqi convertible bonds” have been converted into the company’s shares, with a total number of 21014 shares, accounting for 0.000228% of the total issued shares of the company before the convertible bonds were converted into shares.
Convertible bonds not converted into shares: as of January 31, 2022, the amount of convertible bonds not converted into shares was 3499198000 yuan, accounting for 99.977086% of the total issuance of convertible bonds.
Exercise results of stock options granted for the first time in 2020 equity incentive plan: in the first exercise period of stock options granted for the first time in 2020 equity incentive plan, the number of exercisable stock options is 28239034 shares, the exercise method is independent exercise, and the exercise period will enter from May 7, 2021. 132839 shares were exercised in January 2022. As of January 31, 2022, a total of 28239028 shares had been exercised and registered, accounting for 99.99998% of the total number of exercisable stock options in the first exercise period.
1、 Convertible bonds to shares
(I) overview of issuance and listing of convertible bonds
Approved by the reply on approving Great Wall Motor Company Limited(601633) public issuance of convertible corporate bonds (zjxk [2021] No. 1353) of China Securities Regulatory Commission, Great Wall Motor Company Limited(601633) (hereinafter referred to as “the company”)
The “company” or “the company”) publicly issued 35 million convertible corporate bonds on June 10, 2021
It is worth 100 yuan and the total issuance amount is 3.5 billion yuan.
With the approval of self regulatory decision [2021] No. 287 of Shanghai Stock Exchange, the company has 3.5 billion yuan of convertible corporate bonds
The bonds have been listed and traded in Shanghai Stock Exchange since July 8, 2021. The bonds are referred to as “Changqi convertible bonds” for short, and the bond code is
“113049”。
The “Changqi convertible bonds” publicly issued by the company can be converted into shares of the company from December 17, 2021
The initial conversion price is 38.39 yuan / share. Due to the implementation of the profit distribution for the half year of 2021 on October 20, 2021
The first equity incentive plan in 2020 will be completed on July 20, 2021, September 8, 2021 and November 9, 2021
The share capital has changed due to the repurchase and cancellation of some restricted shares granted, the registration of restricted shares granted under the equity incentive plan in 2021, the first grant and reserved grant of restricted shares granted under the equity incentive plan in 2020, and the company’s implementation of independent exercise of stock options. At present, the share conversion price is adjusted to 38.01 yuan / share.
(II) convertible bonds converted into shares this time
The conversion period of “Changqi convertible bonds” issued by the company is from December 17, 2021 to June 9, 2027.
From January 1, 2022 to January 31, 2022, a total of 171000 yuan of “Changqi convertible bonds” have been converted into the company’s shares, with 4475 shares, accounting for 0.000048% of the total issued shares of the company before the convertible bonds were converted into shares. From December 17, 2021 to January 31, 2022, a total of 802000 yuan of “Changqi convertible bonds” have been converted into the company’s shares, with a total number of 21014 shares, accounting for 0.000228% of the total issued shares of the company before the convertible bonds were converted into shares.
As of January 31, 2022, the amount of convertible bonds that have not been converted into shares is 3499198000 yuan, accounting for 99.977086% of the total amount of convertible bonds issued.
(III) statement of changes in share capital caused by convertible bonds to shares
Before and after the change of securities category
(unit: share) (December 31, 2021) this change (January 31, 2022)
Proportion of quantity (shares) (%) proportion of quantity (shares) (%)
Restricted tradable shares 56322850 0.61 0 56322850 0.61 (A shares)
Non tradable 6079850428 65.83 4475 6079854903 65.83 shares (A shares)
H shares 3099540000 33.56 0 3099540000 33.56
Total number of shares 9235713278 100 4475 9235717753 100
2、 Autonomous exercise of stock options granted for the first time in the restricted stock and stock option incentive plan in 2020
(I) completed approval procedures and information disclosure
On January 30, 2020, Great Wall Motor Company Limited(601633) (hereinafter referred to as “the company” or “the company”) held the 29th meeting of the sixth board of directors and the 19th meeting of the sixth board of supervisors, deliberated and adopted the proposal on Great Wall Motor Company Limited(601633) 2020 restricted stock and stock option incentive plan (draft) and its summary The proposal on the measures for the implementation and assessment of the Great Wall Motor Company Limited(601633) 2020 restricted stock and stock option incentive plan, the proposal on the measures for the management of the Great Wall Motor Company Limited(601633) long-term incentive mechanism, and the proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle matters related to the company’s 2020 restricted stock and stock option incentive plan, The company’s independent non-executive directors have expressed independent opinions on the company’s equity incentive plan and related matters. For details, see the relevant announcement issued by the company on the designated information disclosure media on January 30, 2020.
On March 13, 2020, the company held the 31st meeting of the 6th board of directors and the 20th meeting of the 6th board of supervisors, deliberated and adopted the proposal on Great Wall Motor Company Limited(601633) 2020 restricted stock and stock option incentive plan (the first revised draft) and its summary The independent non-executive directors of the company have expressed independent opinions on the revision of the company’s equity incentive plan and related matters in the proposal on the measures for the implementation and assessment of the Great Wall Motor Company Limited(601633) 2020 restricted stock and stock option incentive plan (Revised Draft) and the proposal on the measures for the management of Great Wall Motor Company Limited(601633) long-term incentive mechanism (Revised Draft), See the relevant announcement issued by the company on the designated information disclosure media on March 13, 2020 for details.
From March 13, 2020 to March 23, 2020, the company publicized the names and positions of the incentive objects granted by the incentive plan for the first time on the OA platform of the company’s website. After the expiration of the publicity period, the board of supervisors checked the list of incentive objects granted by the incentive plan for the first time and explained the publicity. For details, see the relevant announcement issued by the company on the designated information disclosure media on March 24, 2020.
The company conducted a self-examination on the trading of the company’s shares by insiders of the incentive plan from July 30, 2019 to January 30, 2020. The verification object’s trading of the company’s shares has nothing to do with the insider information of the incentive plan. No insider trading of the company’s shares by using the insider information was found. See the company’s designated information exchange on April 15, 2020 for details
Relevant announcements issued by the public media.
On April 15, 2020, the company held the first extraordinary general meeting in 2020, the first H-share shareholders’ meeting in 2020 and the first A-share shareholders’ meeting in 2020, and deliberated and adopted the proposal on Great Wall Motor Company Limited(601633) 2020 restricted stock and stock option incentive plan (first revised draft) and its summary Proposal on Great Wall Motor Company Limited(601633) 2020 restricted stock and stock option incentive plan implementation assessment measures (Revised Version), proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle matters related to the company’s 2020 restricted stock and stock option incentive plan, See the relevant announcement issued by the company on the designated information disclosure media on April 15, 2020 for details.
On April 27, 2020, the company held the 34th meeting of the 6th board of directors and the 23rd Meeting of the 6th board of supervisors, The proposal of Great Wall Motor Company Limited(601633) on adjusting the list of incentive objects and the number of grants under the 2020 restricted stock and stock option incentive plan and the proposal of Great Wall Motor Company Limited(601633) on granting restricted stocks or stock options to incentive objects under the 2020 restricted stock and stock option incentive plan were reviewed and approved. The independent non-executive directors of the company expressed independent opinions on adjusting the list and number of incentive objects and granting stock options to incentive objects. The board of supervisors issued verification opinions, considered that the conditions for the first grant of stock options had been met, the subject qualification of the granted incentive object was legal and effective, and agreed to the grant date determined by the company. See the relevant announcement issued by the company on the designated information disclosure media on April 27, 2020 for details.
On June 4, 2020, the company completed the registration of the first grant of the 2020 restricted stock and stock option incentive plan. A total of 14 incentive objects of stock options give up their subscription for personal reasons. Therefore, the company actually granted a total of 87.0653 million stock options to 1651 incentive objects. For details, see the relevant announcement issued by the company on the designated information disclosure media on June 4, 2020.
On July 24, 2020, the company held the fifth meeting of the seventh board of directors and the third meeting of the seventh board of supervisors, The proposal on adjusting the repurchase price of some restricted shares and the exercise price of stock options granted for the first time in the company’s 2020 restricted stock and stock option incentive plan and the proposal on the cancellation of partial restricted stock repurchase and stock options granted for the first time in the company’s 2020 restricted stock and stock option incentive plan were reviewed and approved, It is agreed that the company will cancel part of the stock options of the incentive objects who have resigned or transferred, and adjust the exercise price of the first granted stock options in accordance with the relevant provisions of the Great Wall Motor Company Limited(601633) 2020 restricted stock and stock option incentive plan (hereinafter referred to as the “2020 equity incentive plan”). Some 309100 stock options granted but not exercised for the first time were cancelled, and the adjusted exercise price of stock options granted for the first time was 8.48 yuan / share. See the relevant announcement issued by the company on the designated information disclosure media on July 24, 2020 for details.
On January 28, 2021, the company held the 13th meeting of the 7th board of directors, deliberated and approved the proposal on the first granting of partial restricted stock repurchase cancellation and the first granting of partial stock option cancellation in the company’s 2020 restricted stock and stock option incentive plan, and agreed that the company would cancel the stock options of the resigned incentive objects. It is proposed to cancel 435300 stock options granted but not exercised for the first time. For details, see the relevant announcement issued by the company on the designated information disclosure media on January 28, 2021.
The 14th meeting of the 7th board of directors was held on March 12, 2021, and the proposal on adjusting the repurchase price of restricted shares and the exercise price of stock options granted for the first time in the company’s 2020 restricted stock and stock option incentive plan was considered and approved. As the A-share equity distribution of the company in the first three quarters of 2020 has been completed, According to the relevant provisions of the 2020 equity incentive plan, the company will adjust the exercise price of the stock option granted for the first time. The adjusted exercise price of the first granted stock option is 8.20 yuan / share. For details, please refer to the relevant announcement issued by the company on the designated information disclosure media on March 12, 2021.
On March 31, 2021, the company held the 16th meeting of the 7th board of directors, deliberated and approved the proposal on the first granting of partial restricted stock repurchase cancellation and the first granting of partial stock option cancellation in the company’s 2020 restricted stock and stock option incentive plan, and agreed to the cancellation of resignation, job transfer Part of the stock options of the incentive objects who are demoted or whose annual personal performance appraisal results are unqualified. Cancel 1008383 stock options granted but not exercised for the first time. For details, please refer to the relevant announcement issued by the company on the designated information disclosure media on March 31, 2021.
On April 14, 2021, the company held the 17th meeting of the seventh board of directors, deliberated and approved the proposal on Canceling Part of the stock options granted by the company’s 2020 restricted stock and stock option incentive plan for the first time, and agreed that the company would cancel part of the stock options of the incentive objects to leave. Part of the first granted but not cancelled stock options
