Securities code: 002410 securities abbreviation: Glodon Company Limited(002410) Announcement No.: 2021-105 Glodon Company Limited(002410)
About 2020 stock option and restricted stock incentive plan
Announcement on the exercise results of the first exercise period of stock options and the listing of shares
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 stock option code of this exercise is 037890, and the option abbreviation is Guanglian jlc3.
2. There are 198 incentive objects who can exercise the stock options, of which 2 incentive objects give up the exercise for personal reasons. Therefore, there are 196 incentive objects who actually exercise the stock options, the number of stock options actually exercised is 472400, and the exercise price is 55.14 yuan per share.
3. The listing and circulation time of the exercise shares is December 31, 2021.
4. The stock option exercise adopts the centralized exercise mode. The stock source is the company's A-share common stock repurchased from the secondary market. After exercise, the company's equity distribution still meets the listing conditions.
Glodon Company Limited(002410) (hereinafter referred to as "the company") deliberated and adopted the proposal on the implementation of the first phase exercise / lifting of restrictions on the first grant of stock options and restricted shares under the 2020 stock option and restricted stock incentive plan at the 18th meeting of the Fifth Board of directors held on December 17, 2021, The company's 2020 stock option and restricted stock incentive plan (hereinafter referred to as "2020 equity incentive plan" and "incentive plan") has satisfied the exercise conditions in the first exercise period of stock options, and will exercise them in a centralized manner. See China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo.com for details（ http://www.cn.info.com..cn. ）Announcement on the implementation of phase I exercise / release of restrictions on the first grant of stock options and restricted shares under the 2020 stock option and restricted stock incentive plan (Announcement No.: 2021-098).
As of the date of this announcement, the company has gone through the procedures for centralized exercise and listing and circulation of relevant shares, and the relevant matters are hereby announced as follows: I. relevant approval procedures have been performed for the equity incentive plan
1. On November 9, 2020, the seventh meeting of the Fifth Board of directors of the company deliberated and adopted the
<2020 年股票期权与限制性股票激励计划（草案）>
And its summary
<2020 年股票期权与限制性股票激励计划实施考核管理办法>
Proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and the independent directors of the company expressed independent opinions; Relevant proposals were deliberated and adopted at the fifth meeting of the Fifth Board of supervisors of the company. The company has publicized the list of incentive objects within the company. After the expiration of the publicity, the board of supervisors checked the list of incentive objects granted by the incentive plan and explained the publicity.
2. On November 25, 2020, the company's third extraordinary general meeting of shareholders in 2020 deliberated and adopted the
<2020 年股票期权与限制性股票激励计划（草案）>
And its summary
<2020 年股票期权与限制性股票激励计划实施考核管理办法>
And the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, approve the company's implementation of the incentive plan, authorize the board of directors to determine the grant date, grant stock options and restricted shares to incentive objects when they meet the conditions, and handle all matters necessary for the grant.
3. On November 25, 2020, the 8th meeting of the 5th board of directors and the 6th meeting of the 5th board of supervisors deliberated and adopted the proposal on granting stock options and restricted stocks to the incentive objects of the 2020 stock option and restricted stock incentive plan. The independent directors of the company expressed independent opinions on this, and the board of supervisors verified the list of incentive objects and expressed their consent.
4. On December 17, 2020, confirmed by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the company completed the registration of granting stock options and restricted shares, and actually granted 1235000 stock options to 204 people, with an exercise price of 55.39 yuan / share; Actually, 4.147 million restricted shares were granted to 283 people at a grant price of 34.91 yuan / share.
5. On December 21, 2020, the 9th meeting of the 5th board of directors and the 7th Meeting of the 5th board of supervisors deliberated and adopted the proposal on granting restricted shares to incentive objects whose grant of stock options and Restricted Shares Incentive Plan in 2020 was suspended. The independent directors of the company expressed independent opinions on this, and the board of supervisors verified the list of incentive objects and expressed their consent.
6. On January 6, 2021, confirmed by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the company completed the registration of suspending the grant of restricted shares, and actually granted 778000 restricted shares to 5 people at the grant price of 34.91 yuan / share.
7. On March 26, 2021, the 10th meeting of the 5th board of directors and the 8th meeting of the 5th board of supervisors considered and adopted the proposal on repurchase and cancellation of some restricted shares in the 2020 stock option and restricted stock incentive plan, on which the independent directors expressed their independent opinions.
8. On April 26, 2021, the 2020 annual general meeting of shareholders of the company deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the 2020 stock option and restricted stock incentive plan, and disclosed the capital reduction announcement on repurchase and cancellation of some restricted shares in the stock option and restricted stock incentive plan on April 27, 2020, Notify creditors of the reduction of the company's registered capital caused by the proposed repurchase and cancellation of some restricted shares.
9. On April 26, 2021, the 11th meeting of the 5th board of directors of the company deliberated and adopted the proposal on adjusting the exercise price of stock options under the 2020 stock option and restricted stock incentive plan. In 2020, the exercise price of stock options under the 2020 stock option and restricted stock incentive plan was adjusted from 55.39 yuan / share to 55.14 yuan / share. Independent directors expressed independent opinions on this. 10. On September 1, 2021, the 14th meeting of the 5th board of directors and the 11th meeting of the 5th board of supervisors considered and approved the proposal on canceling the grant of reserved rights and interests in the 2020 stock option and restricted stock incentive plan and the proposal on repurchase and cancellation of some restricted shares in the 2020 stock option and restricted stock incentive plan, Independent directors expressed independent opinions on this.
11. On September 17, 2021, the first extraordinary general meeting of the company in 2021 deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the 2020 stock option and restricted stock incentive plan, and disclosed the capital reduction announcement on repurchase and cancellation of some restricted shares in the stock option and restricted stock incentive plan on September 18, 2021, Notify creditors of the reduction of the company's registered capital caused by the proposed repurchase and cancellation of some restricted shares.
12. On December 17, 2021, the 18th meeting of the 5th board of directors and the 15th meeting of the 5th board of supervisors of the company deliberated and adopted the proposal on canceling / repurchasing and canceling the stock option / restricted stock in the middle of the 2020 stock option and restricted stock incentive plan The independent directors of the company expressed independent opinions on the above matters in the proposal on the implementation of the first exercise / lifting of restrictions on the granting of stock options and restricted shares under the 2020 stock option and restricted stock incentive plan.
2、 Description of exercise conditions and achievements
1. Expiration of waiting period
According to the incentive plan, the first waiting period for stock options granted by the company is 12 months from the date of completion of grant registration. The number of stock options that can be applied for exercise in the first exercise period is 40% of the total number of options granted. On December 15, 2020, the company completed the grant registration of stock options under the 2020 equity incentive plan in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. So far, the first waiting period for the grant of stock options has expired.
2. Description of achievements of exercise conditions in phase I
No. achievement of exercise conditions
The company does not have any of the following circumstances:
The company does not have any of the above circumstances and meets the requirements of Article 1 (1) whether the financial and accounting report of the latest fiscal year has been issued by the certified public accountant
Pieces.
Audit reports with definite opinions or unable to express opinions;
No. achievement of exercise conditions
(2) The internal control over the financial report of the latest fiscal year was issued by the certified public accountant
Audit reports with negative opinions or unable to express opinions;
(3) Failure to comply with laws, regulations and company seal within the last 36 months after listing
2. The public commitment to profit distribution;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
The incentive object does not have any of the following situations:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) Within the last 12 months, it has been recognized as not qualified by the CSRC and its dispatched offices
Suitable person;
(3) Within the last 12 months, the above-mentioned circumstances have not occurred due to major violations of laws and regulations by the CSRC and the incentive object, and the exercise 2 is satisfied
Administrative punishment or market entry prohibition measures taken by its dispatched offices; Conditions.
(4) Those who have the provisions of the company law shall not serve as directors or senior managers of the company
Situation of personnel;
(5) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
Performance assessment objectives at the company level: the company's net profit in 2020 is 330 million yuan, with a public profit of 3
The net profit in 2020 shall not be less than 320 million yuan. The performance assessment of the company meets the standards.
Performance appraisal requirements at individual level:
The Remuneration Committee made a comprehensive evaluation on the overall performance of the incentive objects in 2020, and the individual evaluation of 198 stock option incentive objects. According to the performance completion and ability improvement of the incentive objects, it determined that the results were "qualified", which met 100% line 4, and whether the evaluation results were qualified. If the individual performance appraisal result of the incentive object is "qualified, and two incentive objects are qualified", the incentive object can exercise 100%; If the result of the actual exercise of the incentive object is "unqualified" due to the abandonment of the exercise of the incentive object's personal performance assessment, the current exercise limit of the incentive object will be cancelled and 196 incentive objects will be elected.
Company cancellation.
To sum up, the exercise conditions for the first exercise period of stock options set in the 2020 equity incentive plan have been achieved.
This row cancels this incentive this time, and this change after this change
Change right quantity option quantity like number of people decrease option quantity after exercise price brief date of change reason (10000 copies) (10000 copies) (person) (10000 copies) (yuan / share) like number of people description
(person)
Grant date: 11123.5055.39204, 2020
May 25
2021 52020 annual right month 7 123.5055.14204 profit distribution equity registration date
December 2021
