Securities code: 600673 securities abbreviation: Guangdonghectechnologyholdingco.Ltd(600673) No.: Lin 2022-14 bond Code: 163049 bond abbreviation: 19 dongke 02
Guangdonghectechnologyholdingco.Ltd(600673)
About the incentive objects of the company’s restricted stock incentive plan in 2021
Announcement of the first grant of restricted shares
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 bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
First grant date of restricted shares: February 14, 2022
Number of restricted shares granted for the first time: 93.2 million shares
Initial grant price of restricted stock: 5.13 yuan / share
In accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”), the Guangdonghectechnologyholdingco.Ltd(600673) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”) and the authorization of the company’s first extraordinary general meeting of shareholders in 2022, The board of directors of Guangdonghectechnologyholdingco.Ltd(600673) (hereinafter referred to as “the company”) believes that the conditions for the first grant of Restricted Shares specified in the incentive plan have been met. The company held the 12th meeting of the 11th board of directors and the 9th meeting of the 11th board of supervisors on February 14, 2022, The proposal on the first grant of restricted shares to the incentive objects of the company’s restricted stock incentive plan in 2021 and other relevant proposals were reviewed and passed. It was determined that February 14, 2022 would be the first grant date of the company’s incentive plan, and 93.2 million restricted shares would be granted to 91 incentive objects at the grant price of RMB 5.13/share.
The relevant matters are explained as follows:
1、 Grant of restricted shares
(I) decision-making procedures and information disclosure performed in this restricted stock grant
1. On November 18, 2021, the company held the 9th meeting of the 11th board of directors and the 8th meeting of the 11th board of supervisors, The proposal on and its summary, the proposal on < Guangdonghectechnologyholdingco.Ltd(600673) 2021 restricted stock incentive plan implementation assessment management measures, the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company's equity incentive plan and other relevant proposals were reviewed and passed
The independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan. The company was posted on the website of Shanghai Stock Exchange www.sse.com on November 19, 2021 com. cn. And the designated information disclosure media disclosed relevant announcements.
2. On January 11, 2022, the company held the 11th meeting of the 11th board of directors, deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022, and posted it on the website of Shanghai Stock Exchange www.sse.com on January 12, 2022 com. cn. And the designated information disclosure media disclosed the notice of the first extraordinary general meeting of shareholders in 2022 (p.2022-02) and the announcement on the public solicitation of entrusted voting rights by independent directors (p.2022-03). The lawyers and independent financial consultants hired by the company issued legal opinions and independent financial advisory reports respectively.
3. From January 11, 2022 to January 20, 2022, the company issued the publicity of the list of incentive objects first granted by the Guangdonghectechnologyholdingco.Ltd(600673) 2021 restricted stock incentive plan through the internal OA system, which publicized the names and positions of the incentive objects first granted by the incentive plan for a total of 10 days. As of the expiration of the publicity period, the supervisor designated by the board of supervisors of the company has not received any objection from any employee of the company to the incentive object granted for the first time in this incentive plan. On January 22, 2022, the company opened the website of Shanghai Stock Exchange at www.sse.com com. cn. And the designated information disclosure media disclosed the announcement and verification opinions of the Guangdonghectechnologyholdingco.Ltd(600673) board of supervisors on the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021 (Lin 2022-05).
4. On January 27, 2022, the company held the first extraordinary general meeting of shareholders in 2022, The proposal on and its summary, the proposal on < Guangdonghectechnologyholdingco.Ltd(600673) 2021 restricted stock incentive plan implementation assessment management measures ", and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company's equity incentive plan were reviewed and approved, It was posted on the website of Shanghai Stock Exchange www.sse.com on January 28, 2022 com. cn. And the designated information disclosure media disclosed the announcement on the resolution of the first extraordinary general meeting of shareholders in 2022 (p.2022-08) and the self inspection report on the trading of the company's shares by insiders of the company's restricted stock incentive plan in 2021, and the company's lawyer issued a legal opinion.
5. On February 14, 2022, the company held the 12th meeting of the 11th board of directors and the 9th meeting of the 11th board of supervisors, deliberated and approved the proposal on adjusting the matters related to the company’s 2021 restricted stock incentive plan and the proposal on granting restricted shares to the incentive objects of the company’s 2021 restricted stock incentive plan for the first time, The independent directors of the company issued independent opinions, the board of supervisors of the company verified the list of incentive objects on the grant date and issued verification opinions, and the lawyers and independent financial advisers hired by the company issued legal opinions and independent financial adviser reports respectively. The company has been listed on the website of Shanghai Stock Exchange at www.sse.com on February 15, 2022 com. cn. And the designated information disclosure media disclosed relevant announcements.
(II) statement of the board of directors on meeting the grant conditions
According to the provisions of this incentive plan and relevant laws and regulations, the company grants restricted shares to incentive objects only when the following conditions are met at the same time; On the contrary, if any of the following grant conditions are not met, restricted shares cannot be granted to the incentive object.
1. The company is not under any of the following circumstances:
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(2) The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
2. The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
After verification, except that one incentive object does not have the incentive qualification because the working subsidiary is no longer included in the scope of the company’s consolidated statements, the board of directors of the company believes that neither the company nor other incentive objects have any of the above circumstances, and there are no other circumstances that cannot be granted or become incentive objects specified in this incentive plan and relevant laws and regulations, The first grant conditions of this incentive plan have been fulfilled. The board of directors agreed to grant 93.2 million restricted shares to 91 incentive objects for the first time on February 14, 2022, with the grant price of 5.13 yuan / share.
（3） Details of the first grant of rights and interests
1. First grant date: February 14, 2022, in line with the relevant provisions of the administrative measures and the incentive plan on the grant date
2. Number of shares granted for the first time: 93.2 million shares, accounting for about 3.09% of the company’s total share capital of 3013897259 shares
3. Number of persons granted for the first time: 91
4. Initial grant price: 5.13 yuan / share
5. Stock source: the company’s RMB A-share common stock repurchased from the secondary market
6. Validity period, locking period and unlocking arrangement of incentive plan
(1) The validity period of this incentive plan is from the date of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased, and the maximum period shall not exceed 48 months.
(2) All restricted shares granted to incentive objects shall be subject to different restricted sales periods, which shall be calculated from the completion date of grant. The interval between the first grant and the release of the restriction shall not be less than 12 months.
(3) Release of restricted shares granted
The arrangement for lifting the restrictions on the sale of restricted shares granted for the first time is shown in the table below:
The proportion of sales restrictions lifted during the lifting of sales restrictions
The first 12 months after the date of granting some restricted shares for the first time
24-20% from the first trading day of the lifting of the restriction period to the date of granting some restricted shares for the first time
Ending on the last trading day of the month
The first day after 24 months from the date of granting some restricted shares for the first time
36.40% from the trading day of the second release period to the date of granting some restricted shares for the first time
Ending on the last trading day of the month
The first time after 36 months from the date of granting some restricted shares for the first time
48.40% from the trading day of the third release period to the date of granting some restricted shares for the first time
Ending on the last trading day of the month
The arrangement for the release of restricted shares in the reserved part is shown in the table below:
The proportion of sales restrictions lifted during the lifting of sales restrictions
The first 12 months after the date of reserved grant of some restricted shares
50% from the first trading day of the lifting of the restriction period to the 24 trading days of the reserved grant of some restricted shares
Ending on the last trading day of the month
The first day after 24 months from the date of the reserved grant of some restricted shares
36.50% from the trading day of the second lifting of the restriction period to the date of the reserved grant of some restricted shares
Ending on the last trading day of the month
Within the above agreed period, the restricted shares that fail to meet the conditions for lifting the restrictions on sale shall not be lifted or deferred to the next period. The company will repurchase and cancel the corresponding restricted shares of the incentive object that have not been lifted according to the principles specified in this incentive plan.
After meeting the conditions for lifting the restrictions on the sale of restricted shares, the company will uniformly handle the lifting of the restrictions on the sale of restricted shares that meet the conditions for lifting the restrictions.
7. List of incentive objects and awards of this incentive plan
The proportion of restricted shares granted by name and position in the number of equity granted by this incentive plan in the total number of votes (10000 shares) of share capital at the time of grant
Chairman Zhang Hongwei 2863.00 24.73% 0.95%
Li Yitao, director and general manager 613.00 5.29% 0.20%
Lu Jianquan, deputy general manager 430.00 3.71% 0.14%
Zhang Guangguang, director and deputy general manager 417.00 3.60% 0.14%
Li Gang, deputy general manager 299.00 2.58% 0.10%
Luo Ping, deputy general manager 242.00 2.09% 0.08%
Zhong Zhangbao, director and chief financial officer 100.00 0.86% 0.03%
Wang Wenjun, director and Secretary of the board of directors
Book 87.00 0.75% 0.03%
Core technical / business personnel (83 persons) 4269.00 36.87% 1
