Securities code: 000498 securities abbreviation: Shandong Hi-Speed Road&Bridge Co.Ltd(000498) Announcement No.: 2022-8 Shandong Hi-Speed Road&Bridge Co.Ltd(000498)
Announcement on canceling the stock options that have expired but not exercised in the second exercise period granted by the stock option incentive plan for the first time, adjusting the list of some incentive objects granted by the stock option incentive plan for the first time, the number of options granted and canceling some options
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.
The 31st meeting of the 9th board of directors of Shandong Hi-Speed Road&Bridge Co.Ltd(000498) (hereinafter referred to as “the company”) was held on February 14, 2022, The proposal on Canceling Part of the stock options that have expired but not exercised in the second exercise period for the first time in the stock option incentive plan and the proposal on adjusting the list of some incentive objects, the number of options granted and canceling some options for the first time in the stock option incentive plan were reviewed and approved. The relevant matters are explained as follows:
1、 Brief description of the implementation of the equity incentive plan and the procedures performed
1. On December 25, 2017, the company held the 14th meeting of the 8th board of directors and the 9th meeting of the 8th board of supervisors, deliberated and adopted the proposal on and its summary and other relevant proposals. For details, please refer to the company’s publication on cninfo (www.cn. Info. Com. CN.) on December 26, 2017 And the Shandong Hi-Speed Road&Bridge Co.Ltd(000498) stock option incentive plan (Draft) (hereinafter referred to as the “incentive plan”) and its abstract of China Securities Journal and securities times (hereinafter referred to as the “designated media”). The independent directors of the company have expressed independent opinions on matters related to the equity incentive plan.
2. On December 29, 2017, the state owned assets supervision and Administration Commission of the people’s Government of Shandong Province issued the reply of the state owned assets supervision and Administration Commission of Shandong Province on the implementation of equity incentive for Shandong Hi-Speed Road&Bridge Co.Ltd(000498) to the company’s controlling shareholder Shandong Hi-Speed Company Limited(600350) Group Co., Ltd. (l.g.z.q.q.z. [2017] No. 28), and agreed in principle to the company’s implementation of equity incentive plan.
3. On January 24, 2018, the board of supervisors of the company issued the review opinions and publicity statement on the list of incentive objects of the stock option incentive plan. After verification, the board of supervisors believes that the incentive objects listed in the incentive plan meet the conditions specified in relevant laws, regulations and normative documents, and they are legal and effective as the incentive objects of the stock option incentive plan. 4. On January 29, 2018, the company held the first extraordinary general meeting of shareholders in 2018, deliberated and approved the proposal on and its summary, the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the stock option incentive plan and other relevant proposals. For details, please refer to the announcement on the resolution of the first extraordinary general meeting of shareholders in 2018 and relevant announcements published by the company on the designated media on January 30, 2018.
5. On February 6, 2018, the company held the 17th meeting of the 8th board of directors and the 10th meeting of the 8th board of supervisors, which deliberated and adopted the proposal on matters related to the first grant of stock option incentive plan and other relevant proposals. For details, see the announcement on the first grant of stock options to incentive objects and other relevant announcements published by the company on the designated media on February 8, 2018. The independent directors of the company expressed independent opinions on matters related to the grant of stock options involved in this incentive plan.
6. On March 14, 2018, the company completed the option grant registration of the stock option incentive plan and granted 10.085 million stock options to 137 incentive objects. Option abbreviation: mountain road jlc1, option Code: 037058.
7. On July 30, 2018, the company held the 20th meeting of the 8th board of directors and the 12th meeting of the 8th board of supervisors, deliberated and adopted the proposal on adjusting the exercise price of stock option incentive plan and the proposal on adjusting the list of incentive objects, the number of options granted and canceling some options of stock option incentive plan, The number of incentive objects granted by the company’s stock option incentive plan for the first time was adjusted from 137 to 130, the number of stock options granted but not exercised was adjusted from 10.085 million to 9.635 million, and the exercise price was adjusted from 6.65 yuan / share to 6.59 yuan / share. Independent directors expressed independent opinions on relevant matters.
8. On January 15, 2019, the company held the 25th meeting of the 8th board of directors and the 17th meeting of the 8th board of supervisors, deliberated and adopted the proposal on adjusting the list of incentive objects granted for the first time, the number of options granted and canceling some options in the stock option incentive plan and the proposal on reserved granting matters in the stock option incentive plan, It is agreed to cancel 455000 stock options of the three incentive objects Zhao Yawen, Fu Boxian and Li Baojin, and it is agreed that the company will grant 375600 stock options to the four incentive objects with January 15, 2019 as the reserved grant date of some stock options. The independent directors of the company issued independent opinions, and Guohao law firm (Jinan) issued legal opinions.
9. On February 20, 2019, the company completed the grant registration of the reserved part of the stock option incentive plan and granted 375600 stock options to 4 incentive objects. Option abbreviation: mountain road jlc2, option Code: 037072.
10. On October 15, 2019, the company held the 36th meeting of the 8th board of directors and the 22nd Meeting of the 8th board of supervisors, deliberated and approved the proposal on adjusting the exercise price of stock option incentive plan and the proposal on adjusting the list of incentive objects granted by stock option incentive plan for the first time, the number of options granted and canceling some options, The exercise price of the first grant of stock options is adjusted from 6.59 yuan / share to 6.52 yuan / share, and the exercise price of the reserved grant part of stock options is adjusted from 5.52 yuan / share to 5.45 yuan / share; The number of incentive objects granted by the company’s stock option incentive plan for the first time was adjusted from 127 to 119, the number of stock options granted but not exercised was adjusted from 9.18 million to 8.525 million, and 655000 stock options were cancelled. Independent directors expressed independent opinions on relevant matters, and Guohao law firm (Jinan) issued a legal opinion.
11. On March 12, 2020, the company held the 42nd meeting of the 8th board of directors and the 25th meeting of the 8th board of supervisors, deliberated and adopted the proposal on adjusting the list of some incentive objects granted for the first time in the stock option incentive plan, the number of options granted and canceling some options, The number of incentive objects granted in the first part of the company’s stock option incentive plan was adjusted from 119 to 118, the number of stock options granted but not exercised was adjusted from 8.525 million to 8.45 million, and 75000 stock options were cancelled.
The proposal on the achievement of the exercise conditions in the first exercise period of the first grant of some stock options in the company’s stock option incentive plan was reviewed and approved. According to the relevant provisions of the incentive plan, the exercise conditions in the first exercise period of the first grant of some stock options have been achieved, and the number of stock options that 118 incentive objects can apply for exercise in the first exercise period is 338000. The board of supervisors checked the subject qualification and list of incentive objects, the independent directors expressed independent opinions on relevant matters, and Guohao law firm (Jinan) issued a legal opinion.
12. On June 22, 2020, the company held the 50th meeting of the 8th board of directors and the 29th meeting of the 8th board of supervisors, which deliberated and approved the proposal on adjusting the exercise price of the stock option incentive plan and the proposal on adjusting the list of some incentive objects granted by the stock option incentive plan for the first time, the number of options granted and canceling some options, The number of incentive objects granted in the first part of the company’s stock option incentive plan was adjusted from 118 to 113, the number of stock options granted but not exercised was adjusted from 8.45 million to 7.955 million, and 495000 stock options were cancelled; The exercise price of the stock option for the first grant was adjusted from 6.52 yuan / share to 6.44 yuan / share, and the exercise price of the stock option for the reserved grant was adjusted from 5.45 yuan / share to 5.37 yuan / share. Independent directors expressed independent opinions on relevant matters, and Guohao law firm (Jinan) issued a legal opinion.
13. On June 23, 2020, the company held the first meeting of the ninth board of directors and the first meeting of the ninth board of supervisors, deliberated and approved the proposal on adjusting the list of some incentive objects granted by the stock option incentive plan for the first time, the number of options granted and canceling some options. The number of incentive objects granted by the company’s stock option incentive plan for the first time was adjusted from 113 to 112, The number of stock options granted but not exercised was adjusted from 7.955 million to 7.765 million, and 190000 stock options were cancelled. Independent directors expressed independent opinions on relevant matters, and Guohao law firm (Jinan) issued a legal opinion.
14. On July 16, 2020, the company disclosed the suggestive announcement on adopting the independent exercise mode in the first exercise period of the first grant part of the stock option incentive plan. The above independent exercise items have been reviewed and approved by Shenzhen Stock Exchange, and the registration and declaration related to independent exercise have been completed in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd, 112 incentive objects can exercise their rights independently from July 17, 2020 to February 5, 2021.
15. On February 22, 2021, the company held the 14th meeting of the 9th board of directors and the 8th meeting of the 9th board of supervisors, and deliberated and adopted the proposal I on adjusting the list of incentive objects granted for the first time, the number of options granted and canceling some options in the stock option incentive plan (hereinafter referred to as “proposal I”), The number of incentive objects granted in the first part of the company’s stock option incentive plan was adjusted from 112 to 109, the number of stock options granted but not exercised was adjusted from 7.765 million to 7.57 million, and 195000 stock options were cancelled. Proposal II on cancellation of stock options that have expired but not exercised in the first exercise period of the stock option incentive plan for the first time was reviewed and approved, and 3.028 million stock options that have expired but not exercised in the first exercise period were cancelled for the first time (excluding 195000 stock options that were considered and cancelled in proposal I). The proposal on the achievement of the exercise conditions in the second exercise period of the first grant part of the company’s stock option incentive plan and the proposal on the achievement of the exercise conditions in the first exercise period of the reserved grant part of the company’s stock option incentive plan were reviewed and approved. The exercise conditions in the second exercise period of the first grant part and the first exercise period of the reserved grant part of the stock option incentive plan have been achieved, 109 incentive objects can apply for 2.271 million stock options in the second exercise period of the first grant part; The number of stock options that the four incentive objects can apply for in the first exercise period of the reserved grant part is 187800. The board of supervisors checked the subject qualification and list of incentive objects, the independent directors expressed independent opinions on relevant matters, and Guohao law firm (Jinan) issued a legal opinion.
16. On July 22, 2021, the company held the 24th Meeting of the 9th board of directors and the 13th meeting of the 9th board of supervisors respectively, deliberated and approved the proposal on canceling some options of the stock option incentive plan. The company’s stock option incentive plan granted some incentive objects for the first time. Zhan Ke resigned due to job changes, According to the provisions of the company’s incentive plan, 36000 stock options granted by the company have been cancelled. Accordingly, the number of incentive objects granted for the first time in the company’s stock option incentive plan was adjusted from 109 to 108, and the number of options not exercised for the first time was adjusted from 4.542 million to 4.506 million. The proposal on adjusting the exercise price of stock option incentive plan was reviewed and passed. According to the relevant provisions of the incentive plan, the exercise price of stock option granted for the first time in the company’s incentive plan was adjusted from 6.44 yuan / share to 6.34 yuan / share due to the completion of the implementation of equity distribution in 2020, The exercise price of stock options reserved in the company’s incentive plan was adjusted from 5.37 yuan / share to 5.27 yuan / share. The independent directors of the company issued their independent opinions, and Guohao law firm (Jinan) issued a legal opinion.
17. On February 14, 2022, the company held the 31st meeting of the 9th board of directors and the 18th meeting of the 9th board of supervisors, and deliberated and adopted proposal 1: proposal on canceling the stock option incentive plan and granting some stock options that have expired but not exercised in the second exercise period for the first time, 710500 stock options that have expired but not been exercised in the second exercise period granted for the first time were cancelled. The proposal II on adjusting the list of some incentive objects granted for the first time, the number of options granted and canceling some options in the stock option incentive plan was reviewed and passed. The number of incentive objects granted for the first time in the company’s stock option incentive plan was adjusted from 108 to 106, and the number of stock options granted but not exercised was adjusted from 2253000 to 2208000, 45000 stock options were cancelled (excluding 45000 stock options considered and cancelled in proposal I). The proposal on the achievement of the exercise conditions in the third exercise period of the first grant part of the company’s stock option incentive plan and the proposal on the achievement of the exercise conditions in the second exercise period of the reserved grant part of the company’s stock option incentive plan were reviewed and approved. The exercise conditions in the third exercise period of the first grant part and the second exercise period of the reserved grant part of the stock option incentive plan have been achieved, The number of stock options that 106 incentive objects can apply for exercise in the third exercise period of the first grant part is 2208000; Four incentive objects can be granted in the second exercise period of the reserved grant part
