Securities code: 600673 securities abbreviation: Guangdonghectechnologyholdingco.Ltd(600673) No.: Lin 2022-13
Bond Code: 163049 bond abbreviation: 19 dongke 02
Guangdonghectechnologyholdingco.Ltd(600673)
Announcement on the adjustment of the company’s restricted stock incentive plan in 2021
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. Guangdonghectechnologyholdingco.Ltd(600673) (hereinafter referred to as “the company”) held the 12th meeting of the 11th board of directors on February 14, 2022, deliberated and adopted the proposal on adjusting the company’s restricted stock incentive plan in 2021. According to the provisions of the Guangdonghectechnologyholdingco.Ltd(600673) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan” or “this incentive plan”) and the authorization of the company’s first extraordinary general meeting in 2022, the board of directors of the company adjusted the list of incentive objects and the number of rights and interests granted for the first time in this incentive plan. The specific circumstances are as follows: 1 Relevant approval procedures have been performed for this incentive plan
(I) 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 adopted, 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.
(II) 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 Guangdonghectechnologyholdingco.Ltd(600673) 2022 (p.2022-02), the announcement of Guangdonghectechnologyholdingco.Ltd(600673) on the public solicitation of entrusted voting rights of independent directors (p.2022-03) and other documents. The lawyers and independent financial consultants hired by the company issued legal opinions and independent financial advisory reports respectively.
(III) 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, and 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).
(IV) 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.
(V) 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, which deliberated and approved the proposal on adjusting 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.
2、 Reasons and contents of adjustment
In view of the change of the control right of the subsidiary of one incentive object in the incentive object granted for the first time in this incentive plan, the subsidiary is no longer included in the scope of the company’s consolidated statements. According to the provisions of this incentive plan, the incentive object does not have incentive qualification and cannot be included in the incentive list as an incentive object, The number of restricted shares to be granted by the company involved is 110000 shares.
According to the above situation and the authorization of the company’s first extraordinary general meeting in 2022, the company plans to adjust the list of incentive objects and the number of rights and interests granted for the first time in this incentive plan. After this adjustment, the number of incentive objects granted by the company for the first time in this incentive plan is adjusted from 92 to 91, the number of restricted shares granted for the first time is adjusted from 93.31 million shares to 93.2 million shares, and the number of restricted shares reserved for grant is adjusted from 22.477 million shares to 22.587 million shares. The total number of restricted shares granted in this equity incentive plan remains unchanged.
In addition to the above adjustments, other contents of the incentive plan are consistent with the incentive plan deliberated and approved by the company’s first extraordinary general meeting in 2022. The contents of the first extraordinary general meeting of shareholders of the company need not be adjusted within the scope of the first extraordinary general meeting of shareholders of the company in 2022.
3、 Impact of this adjustment on the company
The company’s adjustment of the list of incentive objects and the number of rights and interests granted for the first time in this incentive plan complies with relevant laws and regulations and the provisions of this incentive plan, will not have a substantive impact on the company’s financial status and operating results, and will not damage the interests of the company and all shareholders.
4、 Opinions of independent directors
After verification, the independent directors of the company believe that the adjustment of the list of incentive objects and the number of rights and interests granted for the first time in the 2021 restricted stock incentive plan complies with the relevant provisions of the administrative measures for equity incentive of listed companies and other laws and regulations and the Guangdonghectechnologyholdingco.Ltd(600673) 2021 restricted stock incentive plan (Draft), and has fulfilled the necessary approval procedures. After this adjustment, the incentive object is not prohibited from being granted restricted shares, and the subject qualification of the incentive object is legal and effective. This adjustment is within the scope of authorization of the company’s first extraordinary general meeting of shareholders in 2022. The adjustment procedure is legal and compliant, and there is no damage to the interests of the company and shareholders. To sum up, we agree with the company’s adjustment of relevant matters of this incentive plan. 5、 Opinions of the board of supervisors
The board of supervisors of the company believes that the adjustment of the list of incentive objects and the number of rights and interests granted for the first time in the 2021 restricted stock incentive plan complies with the provisions of the administrative measures for equity incentive of listed companies and other relevant laws, regulations and normative documents, as well as the provisions of the Guangdonghectechnologyholdingco.Ltd(600673) 2021 restricted stock incentive plan (Draft), The adjusted incentive object meets the conditions for being an incentive object stipulated by relevant laws and regulations, and the subject qualification is legal and effective, without damaging the interests of the company and its shareholders.
After this adjustment, the number of incentive objects granted by the company for the first time in this incentive plan is adjusted from 92 to 91, the number of restricted shares granted for the first time is adjusted from 93.31 million shares to 93.2 million shares, and the number of restricted shares reserved for grant is adjusted from 22.477 million shares to 22.587 million shares. The total number of restricted shares granted in this equity incentive plan remains unchanged.
In addition to the above adjustments, other contents of the incentive plan are consistent with the incentive plan deliberated and approved by the company’s first extraordinary general meeting in 2022. The contents of the first extraordinary general meeting of shareholders of the company need not be adjusted within the scope of the first extraordinary general meeting of shareholders of the company in 2022.
In conclusion, it is agreed that the company will adjust the list of incentive objects and the number of rights and interests granted for the first time under the restricted stock incentive plan in 2021.
6、 Concluding observations of legal opinions
Beijing Jiayuan law firm believes that:
1. The company has performed the necessary legal procedures for the adjustment and grant of the equity incentive plan, and the adjustment and grant of the equity incentive plan have obtained the necessary internal approval and authorization.
2. The adjustment of this equity incentive plan complies with the administrative measures and other laws, regulations, normative documents and the relevant provisions of this stock incentive plan, which is legal and effective.
3. The conditions for this grant have been met, and the company can grant it in accordance with the relevant provisions of this equity incentive plan.
4. The grant date of this grant complies with the relevant provisions of the administrative measures and this equity incentive plan, and is legal and effective.
5. The grant object, quantity and price of this grant comply with the administrative measures and the relevant provisions of this equity incentive plan, which are legal and effective.
7、 Opinion of independent financial advisor
Shanghai Xingong Technology Group Co., Ltd. believes that the necessary approval and authorization have been obtained for the first grant of the company’s restricted stock incentive plan, and the date, price, object The determination of the number of grants, the adjustment of the restricted stock incentive plan and the granting matters comply with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the administrative measures and other laws, regulations and normative documents. The company does not meet the granting conditions specified in the company’s restricted stock incentive plan in 2021.
8、 Online announcement attachment
(I) resolutions of the 12th meeting of the 11th board of directors of the company;
(II) resolutions of the 9th meeting of the 11th board of supervisors of the company;
(III) independent opinions of independent directors on relevant proposals;
(IV) legal opinion of Beijing Jiayuan law firm on the adjustment and grant of restricted stock incentive plan in Guangdonghectechnologyholdingco.Ltd(600673) 2021;
(V) report of Shanghai Xingong Technology Group Co., Ltd. on Guangdong Guangdonghectechnologyholdingco.Ltd(600673) Technology Holding Co., Ltd;
(VI) Guangdonghectechnologyholdingco.Ltd(600673) list of incentive objects first granted by the restricted stock incentive plan in 2021 (grant date).
It is hereby announced.
Guangdonghectechnologyholdingco.Ltd(600673) board of directors February 15, 2022
