Securities code: Gcl System Integration Technology Co.Ltd(002506) securities abbreviation: Gcl System Integration Technology Co.Ltd(002506) Announcement No.: 2022010 Gcl System Integration Technology Co.Ltd(002506)
On the first phase of stock option and restricted stock incentive plan
Announcement on cancellation of some stock 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.
Gcl System Integration Technology Co.Ltd(002506) (hereinafter referred to as the “company”) in accordance with the relevant provisions of the company’s first stock option and restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”) and the authorization of the first extraordinary general meeting of shareholders in 2018, The company held the 13th meeting of the 5th board of directors and the 9th meeting of the 5th board of supervisors on March 7, 2022, deliberated and adopted the proposal on cancellation of some stock options under the first stock option and restricted stock incentive plan, and agreed that the board of directors of the company would cancel 1016000 stock options that had not been exercised at the expiration of the second exercise period of stock options, Involving 11 incentive objects. The equity cancellation is hereby announced as follows:
1、 Relevant approval procedures and implementation of the company’s incentive plan
1. On January 5, 2018, the company held the 18th meeting of the 4th board of directors, deliberated and approved the proposal on Gcl System Integration Technology Co.Ltd(002506) first issue stock option and restricted stock incentive plan (Draft) and its summary, The independent directors and supervisors of the company expressed their opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any situation that obviously damages the interests of the company and all shareholders.
2. On January 12, 2018, the company held the 19th meeting of the 4th board of directors, deliberated and approved the proposal on adjusting the partial authorization of the company’s first stock option and restricted stock incentive plan, Some authorizations in the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s first stock option and restricted stock incentive plan have been adjusted and revised. At the same time, On January 12, 2018, GCL Group Co., Ltd., the controlling shareholder of the company, requested the board of directors of the company to resubmit the adjusted proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s first stock option and restricted stock incentive plan as an interim proposal to the first extraordinary general meeting of shareholders of the company in 2018 for deliberation.
3. From January 6, 2018 to January 19, 2018, the company publicized the list of incentive objects of the incentive plan on the designated information disclosure media and the company’s internal website. During the publicity period, the board of supervisors did not receive any objection, checked the list of incentive objects and explained the publicity.
4. On January 25, 2018, the company held the first extraordinary general meeting of shareholders in 2018, deliberated and approved the proposal on Gcl System Integration Technology Co.Ltd(002506) first stock option and restricted stock incentive plan (Draft) and its summary, and conducted a self-examination on the trading of the company’s shares by insiders of the incentive plan, No insider was found to have used the insider information to buy and sell the company’s shares. 5. On March 7, 2018, The 23rd Meeting of the 4th board of directors and the 8th meeting of the 4th board of supervisors deliberated and adopted the proposal on the adjustment of incentive objects and the number of rights and interests involved in the first grant of the company’s first stock option and restricted stock incentive plan and the proposal on matters related to the first grant of the first stock option and restricted stock incentive plan. The independent directors of the company expressed independent opinions on the above proposal, and the board of supervisors of the company verified the list and number of incentive objects after adjustment.
6. After examination and confirmation by Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the company completed the registration of 61.16 million stock options granted to 179 incentive objects involved in the first phase of stock option incentive plan on March 15, 2018. The option is abbreviated as GCL jlc1 and the option code is 037766.
7. After examination and confirmation by Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the company completed the registration of 16 million restricted shares granted to 16 incentive objects involved in the first grant of restricted shares in the first phase of equity incentive plan on May 9, 2018, and the listing date is May 11, 2018, The total share capital of the company increased to 5062.4 million shares.
8. On August 23, 2018, the company held the 28th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors, deliberated and adopted the proposal on canceling some stock options of the first stock option and restricted stock incentive plan. According to the relevant provisions of the company’s first stock option and restricted stock incentive plan (Draft), It is agreed that the board of directors of the company shall cancel a total of 5.95 million stock options granted but not exercised to 29 original stock option incentive objects who do not meet the incentive conditions due to resignation.
9. On September 5, 2018, the Shenzhen Branch of China Securities Depository and Clearing Corporation confirmed that the cancellation of a total of 5.95 million stock options granted but not exercised by 29 original stock option incentive objects who did not meet the incentive conditions due to resignation had been completed.
10. On November 21, 2018, the 34th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors deliberated and adopted the proposal on granting reserved stock options and restricted shares to incentive objects. The independent directors of the company have expressed independent opinions on the above-mentioned proposals, the board of supervisors of the company has reviewed and issued verification opinions on relevant matters, and lawyers have expressed relevant opinions on this.
11. After examination and confirmation by Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the company completed the registration of 7.52 million stock options granted to 23 incentive objects and 2.6558 million restricted shares granted to 6 incentive objects involved in the reserved part of stock options granted in the first phase of equity incentive plan on January 15, 2019, Among them, option abbreviation: GCL jlc2, option Code: 037806; The listing date of restricted shares is January 16, 2019, and the total share capital of the company has increased to 5065055800 shares.
12. On April 18, 2019, The company held the 41st meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the achievement of granting part of the first phase of exercise and lifting the restrictions on sale of the first phase of stock option and restricted stock incentive plan for the first time, and The proposal on the cancellation of some stock options and the repurchase and cancellation of some restricted shares in the first stock option and restricted stock incentive plan of the company, in view of the achievement of the exercise conditions and the lifting of the restrictions in the first exercise period for the first time granted by the first stock option and restricted stock incentive plan of the company, The board of directors of the company agreed that 141 eligible incentive objects who granted stock options for the first time could exercise 2008.4 million stock options in the first exercise period, and 16 incentive objects who granted restricted shares for the first time could lift the restriction on the sale of 6.4 million restricted shares in the first release period.
At the same time, the 5 million stock options granted but not exercised to 9 incentive objects who do not meet the incentive conditions due to resignation and the Shanghai Pudong Development Bank Co.Ltd(600000) stock options granted but not exercised to 2 reserved incentive objects will be cancelled, Repurchase and cancel the 300000 restricted shares granted to one incentive object who does not meet the incentive conditions due to resignation but has not yet been lifted. The independent directors of the company have expressed independent opinions on the above-mentioned proposals, the board of supervisors of the company has reviewed and issued verification opinions on relevant matters, and lawyers have expressed relevant opinions on this.
13. On April 29, 2019, it was approved by Shenzhen Stock Exchange and completed the registration and declaration of independent exercise of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch. The stock option of the company’s equity incentive plan adopts independent exercise. The first exercise period of stock option granted for the first time is from May 6, 2019 to March 13, 2020, The number of incentive objects of exercisable rights is 141, the number of exercisable rights is 2008 million, and the exercise price is 4.35 yuan / share. On the same day, the Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Corporation Limited reviewed and confirmed that the company completed the unlocking of 6.4 million restricted shares in the first release period of restricted shares granted for the first time. The listing and circulation date of the released restricted shares is Monday, May 13, 2019, involving 16 incentive objects.
14. On May 22, 2019, the company held the 2018 annual general meeting of shareholders, deliberated and approved the proposal on cancellation of some stock options and repurchase and cancellation of some restricted shares under the first stock option and restricted stock incentive plan, It is agreed that the company shall repurchase and cancel 300000 restricted shares reserved for grant in this incentive plan that have been granted to one incentive object but have not yet been lifted, and the repurchase price is 2.43 yuan / share.
15. On June 24, 2019, the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. verified and confirmed that the cancellation of 5 million stock options granted but not exercised to 9 incentive objects for the first time and Shanghai Pudong Development Bank Co.Ltd(600000) stock options granted but not exercised to 2 incentive objects reserved for Grant had been completed.
16. On July 29, 2019, after the review and confirmation of Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the company has completed the procedures for the repurchase and cancellation of 300000 restricted shares granted to one incentive object who does not meet the incentive conditions due to resignation, but has not been lifted. After the cancellation of this repurchase, The total share capital of the company was adjusted from 5082183800 shares to 5081883800 shares (as of July 29, 2019).
17. On August 29, 2019, the company held the 44th meeting of the 4th board of directors and the 20th meeting of the 4th board of supervisors, deliberated and adopted the proposal on cancellation of some stock options and repurchase and cancellation of some restricted shares in the first phase of stock option and restricted stock incentive plan, It is agreed that the board of directors of the company will cancel the 6.009 million stock options granted but not exercised to 26 incentive objects who do not meet the incentive conditions due to resignation, and the 1.12 million stock options granted but not exercised to 2 reserved incentive objects, Repurchase and cancel the 1035000 restricted shares granted to the three incentive objects who do not meet the incentive conditions due to resignation for the first time. The independent directors of the company have expressed independent opinions on the above-mentioned proposals, the board of supervisors of the company has reviewed and issued verification opinions on relevant matters, and lawyers have expressed relevant opinions on this.
18. On September 17, 2019, the company held the third extraordinary general meeting of shareholders in 2019, deliberated and approved the proposal on cancellation of some stock options and repurchase and cancellation of some restricted shares under the first stock option and restricted stock incentive plan, The company agrees to repurchase and cancel the 1035000 restricted shares granted to some three incentive objects for the first time in this incentive plan, and the repurchase price is 2.18 yuan / share.
19. On September 24, 2019, the Shenzhen Branch of China Securities Depository and Clearing Corporation confirmed that the cancellation of 6.009 million stock options granted but not exercised to 26 incentive objects for the first time and 1.12 million stock options granted but not exercised to 2 incentive objects reserved for Grant had been completed.
20. On November 26, 2019, the company held the 46th meeting of the 4th board of directors and the 22nd Meeting of the 4th board of supervisors, deliberated and adopted the proposal on the achievement of reserving and granting part of the first phase of the first phase of the stock option and restricted stock incentive plan and lifting the restrictions on sales, In view of the achievement of the conditions for the exercise of the first exercise period and the conditions for the lifting of the restrictions on sale in the first exercise period reserved for the grant of the first stock option and restricted stock incentive plan of the company, the board of directors of the company agreed to reserve 2.32 million stock options for 19 incentive objects granted stock options in the first exercise period, The restrictions on the sale of 2325000 shares were lifted in the first incentive period. The independent directors of the company have expressed independent opinions on the above-mentioned proposals, the board of supervisors of the company has reviewed and issued verification opinions on relevant matters, and lawyers have expressed relevant opinions on this.
21. On November 28, 2019, after the review and confirmation of Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the company has completed the repurchase and cancellation procedures of 1035000 restricted shares granted to three incentive objects who do not meet the incentive conditions due to resignation for the first time. After the repurchase and cancellation is completed, The total share capital of the company was adjusted from 2550827 shares as of November 2019 to 250800 shares.
22. On January 13, 2020, it was approved by Shenzhen Stock Exchange and completed the registration and declaration of independent exercise of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch. The stock options in the company’s equity incentive plan are exercised independently, and the first exercise period of stock options is reserved from January 15, 2020 to January 14, 2021, The number of incentive objects of exercisable rights is 16, the number of exercisable rights is 2.12 million, and the exercise price is 4.85 yuan / share. On the same day, through the Shenzhen Stock Exchange and China Securities Exchange
