Securities code: Dark Horse Technology Group Co.Ltd(300688) securities abbreviation: Dark Horse Technology Group Co.Ltd(300688) Announcement No.: 2022015 Dark Horse Technology Group Co.Ltd(300688)
Announcement on cancellation of 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.
Dark Horse Technology Group Co.Ltd(300688) (hereinafter referred to as “the company” or ” Dark Horse Technology Group Co.Ltd(300688) “) held the second meeting of the third board of directors and the second meeting of the third board of supervisors on March 15, 2022, and considered and adopted the proposal on cancellation of stock options respectively. The relevant matters are explained as follows:
1、 Overview of the company’s 2019 stock option incentive plan
1. On April 1, 2019, the 8th meeting of the second board of directors of the company deliberated and approved the proposal on the company’s 2019 stock option incentive plan (Draft) and its summary, and the proposal on the company’s measures for the implementation and assessment of 2019 stock option incentive plan Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company’s 2019 stock option incentive plan; On the same day, the fourth meeting of the second board of supervisors of the company deliberated and approved the proposal on the company’s 2019 stock option incentive plan (Draft) and its summary, and the proposal on the company’s measures for the implementation and assessment of 2019 stock option incentive plan Proposal on the verification opinions on the list of incentive objects of the company’s stock option incentive plan in 2019 and other proposals, and give consent opinions; Independent directors of the company also expressed independent opinions.
2. On April 19, 2019, the first extraordinary general meeting of the company in 2019 deliberated and approved the proposal on the company’s 2019 stock option incentive plan (Draft) and its summary, and the proposal on the company’s measures for the assessment and management of the implementation of 2019 stock option incentive plan Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company’s 2019 stock option incentive plan and other relevant proposals. The board of directors of the company is authorized to determine the stock option grant date, grant stock options to incentive objects when incentive objects meet the conditions, and handle all matters necessary for the grant of stock options; At the same time, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the 2019 stock option incentive plan according to the verification of the trading of the company’s shares by insiders.
3. On April 25, 2019, the ninth meeting of the second board of directors and the fifth meeting of the second board of supervisors respectively deliberated and adopted the proposal on matters related to the grant of stock option incentive plan in 2019. It was determined that the grant date was April 26, 2019. The board of supervisors verified the list of incentive objects granted and expressed their consent, The independent directors of the company expressed independent opinions on this.
4. On June 12, 2019, the company disclosed the announcement on the completion of the grant registration of 2019 stock option incentive plan (Announcement No.: 2019045). The actual grant object of this stock option is 22 people, and the actual grant number is 1.5 million, accounting for 2.21% of the current 68 million shares of the company’s total share capital. Option abbreviation: dark horse jlc1, option Code: 036362.
5. On June 28, 2019, the 13th meeting (interim meeting) of the second board of directors and the 7th Meeting (interim meeting) of the second board of supervisors respectively deliberated and adopted the proposal on matters related to the adjustment of stock option incentive plan. In view of the announcement on the implementation of annual equity distribution in 2018 (Announcement No.: 2019048) disclosed by the company, according to the relevant provisions of the 2019 stock option incentive plan (Draft), if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division of shares or the reduction of shares before exercise, the number and exercise price of stock options will be adjusted accordingly. The independent directors of the company expressed independent opinions on this.
6. On April 27, 2020, the 22nd session of the 14th board of supervisors considered and adopted the proposal on cancellation of stock options of the company. The company will cancel the stock options that have been granted but not exercised to some of the resignation incentive objects, and cancel some stock options that fail to meet the exercise conditions in the first exercise period of this option incentive plan.
7. On April 26, 2021, the 27th meeting of the second board of directors and the 18th meeting of the second board of supervisors respectively deliberated and adopted the proposal on canceling some stock options. The company will cancel the stock options that have been granted but not exercised to some of the resignation incentive objects, and will cancel some stock options that fail to meet the exercise conditions in the second exercise period of this option incentive plan.
8. On March 15, 2022, the second meeting of the third board of directors and the second meeting of the third board of supervisors respectively deliberated and adopted the proposal on cancellation of stock options. The company will cancel the stock options granted to some incentive objects that have not been exercised, and the stock options that have not met the exercise conditions in the third exercise period of this option incentive plan. After the cancellation is completed, the implementation of the incentive plan is confirmed to be completed.
2、 Reasons and quantity of this cancellation of stock options
According to the audited financial data of 2021, the exercise conditions of stock options in the third phase of the incentive plan have not been met, and the performance conditions in the third exercise period of the company’s performance assessment requirements agreed in the cost incentive plan have not been met. Therefore, the company will also write off 407400 stock options in this part.
In view of the termination of the incentive plan, the company will cancel all the stock options that have been granted, registered and outstanding exercise conditions related to the incentive plan.
3、 Impact of this cancellation on the company
The cancellation of the third phase of the stock option of the incentive plan whose exercise conditions have not been fulfilled will not have a substantive impact on the company’s financial status and operating results, nor on the implementation of the company’s equity incentive plan. The company’s management team will continue to be diligent and responsible and strive to create value for shareholders.
4、 Opinions of independent directors
After carefully reading the relevant materials, we believe that the cancellation of some stock options of the company this time complies with the relevant provisions of the measures for the administration of equity incentive of listed companies, the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling, and the company’s 2019 stock option incentive plan (Draft), It will not have a material impact on the company’s financial situation and operating results, nor will it affect the diligence of the company’s management team. The deliberation and voting procedures of the board of directors of the company comply with the provisions of relevant laws, regulations, normative documents and the articles of association, such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on gem.
5、 Opinions of the board of supervisors
After verification, the board of supervisors believes that the cancellation of relevant stock options by the company this time complies with the relevant provisions in the measures for the administration of equity incentive of listed companies, the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling, and the company’s 2019 stock option incentive plan (Revised Draft), and the procedures are legal and compliant, It will not have a material impact on the company’s financial position and operating results.
The cancellation of some granted stock options in 2019 stock option incentive plan has fulfilled the necessary approval procedures, and complies with relevant laws and regulations such as Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies Provisions of normative documents and the articles of association.
6、 Legal opinion and concluding observations
After verification, Beijing Zhide law firm believes that as of the date of issuance of this legal opinion, as of the date of issuance of this legal opinion, the cancellation of the company has obtained the necessary approval and authorization; The reason and quantity of this cancellation comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures and the guidelines for standardized operation, as well as the provisions of the articles of association, the equity incentive plan and the resolutions of the general meeting of shareholders, which are legal and effective. The company still needs to fulfill the obligation of information disclosure and go through relevant cancellation procedures in accordance with relevant laws and regulations.
7、 Documents for future reference
1. Resolution of the second meeting of Dark Horse Technology Group Co.Ltd(300688) the third board of directors;
2. Resolution of the second meeting of Dark Horse Technology Group Co.Ltd(300688) the third board of supervisors;
3. Independent opinions of Dark Horse Technology Group Co.Ltd(300688) independent directors on matters related to the second meeting of the third board of directors;
4. Legal opinion on Dark Horse Technology Group Co.Ltd(300688) cancellation of some granted stock options in 2019 stock option incentive plan issued by Beijing Zhide law firm.
It is hereby announced.
Dark Horse Technology Group Co.Ltd(300688) board of directors March 17, 2022
