Securities code: Naura Technology Group Co.Ltd(002371) securities abbreviation: Naura Technology Group Co.Ltd(002371) Announcement No.: 2022012 Naura Technology Group Co.Ltd(002371)
Suggestive announcement on the adoption of independent exercise mode in the first exercise period of stock option and restricted stock incentive plan in 2019
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.
Special tips:
1. The company’s 2019 stock option and restricted stock incentive plan option Code: 037855; Option abbreviation: North jlc2.
2. In the first exercise period of the company’s stock option and restricted stock incentive plan in 2019, the number of incentive objects that meet the exercise conditions is 342, and the number of stock options that can be exercised is 1722800, accounting for 0.33% of the company’s total share capital of 525817282 shares, and the exercise price is 69.03 yuan / share.
3. This exercise adopts the independent exercise mode.
4. The company’s 2019 stock option and restricted stock incentive plan is divided into three exercise periods. The first exercise period is from February 21, 2022 to February 20, 2023. According to the actual situation of business handling, the actual exercise period is from March 7, 2022 to February 20, 2023.
5. If all the stock options exercisable in the first exercise period are exercised, the company’s shares still meet the listing conditions Naura Technology Group Co.Ltd(002371) (hereinafter referred to as “the company”) held the 17th meeting of the 7th board of directors and the 13th meeting of the 7th board of supervisors on February 22, 2022, deliberated and adopted the proposal on the exercise conditions of the first exercise period of stock option and restricted stock incentive plan in 2019 and the achievement of lifting the restrictions during the first release period, Naura Technology Group Co.Ltd(002371) the exercise conditions of the first exercise period of stock options involved in the 2019 stock option and restricted stock incentive plan (hereinafter referred to as “2019 stock option and restricted stock incentive plan”) have been met, It is agreed that 342 incentive objects who meet the exercise conditions in the first exercise period of the company’s stock option and restricted stock incentive plan in 2019 can exercise 1722800 stock options independently, and the exercise price is 69.03 yuan / share.
As of the date of this announcement, this independent exercise has been examined and approved by Shenzhen Stock Exchange, and the relevant application procedures for independent exercise have been completed in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
1、 Relevant approval procedures for equity incentive plan
1. On November 12, 2019, the 26th meeting of the 6th board of directors of the company deliberated and approved the proposal on Naura Technology Group Co.Ltd(002371) 2019 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on Naura Technology Group Co.Ltd(002371) 2019 stock option and restricted stock incentive plan implementation assessment management measures, See details disclosed on cninfo.com.cn on November 13, 2019 Announcement on resolutions of the 26th meeting of the 6th board of directors and relevant disclosure documents.
2. On December 23, 2019, the company received the reply on Naura Technology Group Co.Ltd(002371) implementing the second phase of equity incentive plan (JGZ [2019] No. 154) from the state owned assets supervision and Administration Commission of Beijing Municipal People’s Government forwarded by the actual controller Beijing Electronics Holding Co., Ltd, The state owned assets supervision and Administration Commission of Beijing Municipal People’s government agrees in principle that the company will implement the 2019 equity incentive plan. See details disclosed on cninfo.com.cn on December 24, 2019 Announcement on the approval of the 2019 stock option and restricted stock incentive plan by the state owned assets supervision and Administration Commission of Beijing Municipal People’s government.
3. On January 10, 2020, the company announced the publicity of the list of incentive objects of the 2019 stock option and restricted stock incentive plan issued by the board of supervisors. The board of supervisors did not receive any objection to the proposed incentive objects during the publicity period from December 27, 2019 to January 6, 2020. For details, please refer to www.cn.info.com.cn Opinions of the board of supervisors on the review and publicity of the list of incentive objects of the company’s 2019 stock option and restricted stock incentive plan.
4. On January 13, 2020, the first extraordinary general meeting of the company in 2020 deliberated and approved the proposal on Naura Technology Group Co.Ltd(002371) 2019 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on Naura Technology Group Co.Ltd(002371) 2019 stock option and restricted stock incentive plan implementation assessment management measures “and other relevant proposals, Details are disclosed on cninfo.com.cn on January 14, 2020 Announcement on resolutions of the first extraordinary general meeting of shareholders in 2020.
5. On February 21, 2020, the company held the second meeting of the seventh board of directors and the second meeting of the seventh board of supervisors, deliberated and adopted the proposal on granting stock options and restricted shares to the incentive objects of the 2019 equity incentive plan. The independent directors of the company expressed independent opinions on the above matters and considered that the subject qualification of the incentive objects was legal and effective, The conditions for granting stock options and restricted shares have been met, and the determined grant date complies with relevant regulations. The board of supervisors verified the list of incentive objects, grant conditions and grant date, and expressed its consent. The law firm has issued corresponding legal opinions and believes that this grant has obtained the necessary approval and authorization, complies with the relevant provisions of laws and regulations, the conditions for grant have been met, and there is no case of non grant. The independent financial adviser issued relevant verification opinions and believed that the equity incentive plan had obtained the necessary approval and authorization, the grant conditions had been achieved, and the grant date, incentive objects and grant quantity were in line with the provisions of laws, regulations and normative documents. Details are disclosed on cninfo.com.cn on February 22, 2020 Announcement on resolutions of the second meeting of the seventh board of directors and relevant disclosure documents.
6. On March 13, 2020, the company disclosed the announcement on the completion of stock option grant registration of 2019 stock option and restricted stock incentive plan. After confirmation by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the company completed the registration of stock option grant on March 12, 2020.
From the grant date of the incentive plan to the registration date, due to the resignation of two incentive objects, the number of stock options granted by the company was adjusted from 4500000 to 4485000, and the number of incentive objects was adjusted from 356 to 354. Option abbreviation: North jlc2, option Code: 037855, exercise price: 69.20 yuan / share. For details, please refer to www.cn.info.com.cn. Disclosed on March 13, 2020 The above announcement.
7. On April 24, 2020, the company held the fourth meeting of the seventh board of directors and the third meeting of the seventh board of supervisors, deliberated and adopted the proposal on canceling some stock options of 2019 stock option and restricted stock incentive plan. 46000 stock options were cancelled, the number of stock options was adjusted from 4485000 to 4439000, and the number of incentive objects of stock options was adjusted from 354 to 350. The independent directors of the company issued independent opinions on the above matters, the board of supervisors of the company issued verification opinions on the cancellation of some stock options, and the law firm issued legal opinions. Details are disclosed on cninfo.com.cn on April 25, 2020 The announcement on the resolution of the fourth meeting of the seventh board of directors, the announcement on the resolution of the third meeting of the seventh board of supervisors and other relevant disclosure documents.
8. On July 23, 2020, the company held the sixth meeting of the seventh board of directors and the fourth meeting of the seventh board of supervisors, and deliberated and adopted the proposal on adjusting the exercise price of the company’s equity incentive plan. In accordance with the measures for the administration of equity incentive of listed companies, the company’s 2019 stock option and restricted stock incentive plan (Draft) and the measures for the administration of the implementation and assessment of 2019 stock option and restricted stock incentive plan, and authorized by the company’s first extraordinary general meeting in 2020, it is agreed that the company will distribute stock dividends and other reasons, Adjust the exercise price and quantity of stock options. After adjustment, the exercise price of stock options involved in the 2019 stock option and restricted stock incentive plan (Draft) of the company is adjusted from 69.20 yuan / share to 69.14 yuan / share. The independent directors of the company have expressed independent opinions on the above matters, and the law firm has issued legal documents
Legal opinion. See disclosure and cninfo.com.cn on July 24, 2020 for details The announcement of the resolution of the sixth meeting of the seventh board of directors and other relevant disclosure documents.
9. On July 20, 2021, the 12th meeting of the 7th board of directors and the 9th meeting of the 7th board of supervisors of the company deliberated and approved the proposal on canceling some stock options of 2019 stock option and restricted stock incentive plan. A total of 73000 stock options were cancelled, and the number of stock options granted but not exercised was adjusted from 4439000 to 4366000, The number of incentive objects of stock options was adjusted from 350 to 345. The independent directors of the company issued independent opinions on the above matters, the board of supervisors of the company issued verification opinions on relevant matters, and the lawyer issued legal opinions. See details disclosed on cninfo.com.cn on July 21, 2021 The announcement on the resolution of the 12th meeting of the seventh board of directors, the announcement on the resolution of the 9th meeting of the seventh board of supervisors and other relevant disclosure documents.
10. On February 22, 2022, the 17th meeting of the seventh board of directors The 13th meeting of the 7th board of supervisors deliberated and approved the proposal on canceling some stock options of 2019 stock option and restricted stock incentive plan and the proposal on the exercise conditions of the first exercise period and the achievement of lifting the restrictions in the first release period of 2019 stock option and restricted stock incentive plan. In accordance with the measures for the administration of equity incentive of listed companies, the company’s 2019 stock option and restricted stock incentive plan (Draft) and the measures for the administration of the implementation and assessment of 2019 stock option and restricted stock incentive plan, and with the authorization of the company’s first interim general meeting in 2020, the board of directors agreed to resign due to the incentive object Cancel the exercise qualification of the incentive object and decide and handle all matters necessary for the exercise of the incentive object due to the failure of individual performance assessment. After adjustment, the number of incentive objects involved in stock options and restricted stock incentive plan stock options in 2019 will be adjusted from 345 to 342, and the number of stock options will be adjusted from 4366000 to 4310000. At the same time, in combination with the performance achieved by the company in 2020 and the individual performance evaluation results of each incentive object in 2020, the board of Directors considers that the exercise conditions of the first exercise period of the company’s stock option and restricted stock incentive plan in 2019 have been met, and agrees to handle the exercise procedures in the form of independent exercise for 342 incentive objects in the first exercise period, The number of stock options exercised is 1722800. The independent directors of the company issued independent opinions on the above matters, the board of supervisors of the company issued verification opinions on relevant matters, and the lawyer issued legal opinions. Details are disclosed on cninfo.com.cn on February 23, 2022 Announcement on the resolution of the 17th meeting of the seventh board of directors, announcement on the resolution of the 13th meeting of the seventh board of supervisors and announcement on cancellation of some stock options of 2019 stock option and restricted stock incentive plan Announcement on the exercise conditions in the first exercise period and the achievement of the lifting of the restrictions in the first release period of the stock option and restricted stock incentive plan in 2019 and other relevant disclosure documents.
2、 Explanation of the difference between the content of the equity incentive plan implemented this time and the disclosed incentive plan
1. On February 21, 2020, the company granted 4500000 stock options to 356 incentive objects who met the grant conditions. From the grant date to the registration date, due to the resignation of two incentive objects, the number of stock options granted by the company was adjusted from 4500000 to 4485000, and the number of granted objects was adjusted from 356 to 354.
2. In view of the fact that the company has implemented the 2019 equity distribution plan with June 22, 2020 as the equity registration date, the exercise price of stock options has been adjusted from 69.20 yuan / share to 69.14 yuan / share.
3. Since the company took July 8, 2021 as the equity registration date and implemented the equity distribution plan in 2020, the exercise price of stock options was adjusted from 69.14 yuan / share to 69.03 yuan / share.
4. In view of the fact that one of the incentive objects granted stock options under the company’s 2019 stock option and restricted stock incentive plan has a performance appraisal result of C in 2020, there are 4000 options in the first exercise period that have been granted but have not been approved to exercise, of which 50% of the corresponding 2000 options are invalid, which shall be recovered and uniformly cancelled by the company free of charge; 12 incentive objects resigned, and 173000 of them have been granted but have not been approved to exercise their rights
