Securities code: Hanwang Technology Co.Ltd(002362) securities abbreviation: Hanwang Technology Co.Ltd(002362) Announcement No.: 2022015 Hanwang Technology Co.Ltd(002362)
Announcement on cancellation of stock options expired but not exercised in the third exercise period of 2018 stock option incentive plan
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are responsible for false records, misleading statements or major omissions in the announcement.
Hanwang Technology Co.Ltd(002362) (hereinafter referred to as “the company”) deliberated and approved the proposal on canceling the unexercised stock options that have expired in the third exercise period of the 2018 stock option incentive plan at the 10th meeting of the 6th board of directors and the 6th meeting of the 6th board of supervisors held on March 31, 2022. Since the third exercise period of the company’s 2018 stock option incentive plan has expired, according to the provisions of the 2018 stock option incentive plan (Draft), The company plans to cancel 78495 expired stock options of 116 incentive objects. After the cancellation, the number of outstanding stock options granted in the company’s 2018 stock option incentive plan is 0. The relevant matters are explained as follows:
1、 Overview of the company’s 2018 stock option incentive plan
1. On January 5, 2018, the 27th (Interim) meeting of the Fourth Board of directors and the 15th (Interim) meeting of the Fourth Board of supervisors considered and approved the proposal on the company’s 2018 stock option incentive plan (Draft) and its summary, and the proposal on the measures for the administration of the implementation and assessment of the company’s 2018 stock option incentive plan The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2018 stock option incentive plan and other relevant proposals propose to grant 3.5 million stock options to incentive objects, including 2.9 million for the first time and Shanghai Pudong Development Bank Co.Ltd(600000) reserved. The independent directors of the company expressed independent opinions and agreed to the 2018 stock option incentive plan proposed by the company.
2. After the 27th (Interim) meeting of the Fourth Board of directors and the 15th (Interim) meeting of the Fourth Board of supervisors, according to the relevant provisions of the measures for the administration of equity incentive of listed companies, the company conducted a self-examination on the trading of stocks by insiders of the incentive plan, Because an incentive object bought and sold shares six months before the initial public disclosure of the incentive plan (July 5, 2017 – January 5, 2018), the company plans to cancel the incentive object’s qualification as the incentive object of the stock option incentive plan. The incentive object issued a statement of voluntarily giving up the qualification to participate in the incentive plan and voluntarily giving up 1000 stock options granted. On January 16, 2018, the board of supervisors of the company issued the publicity statement and review opinions on the list of incentive objects of the 2018 stock option incentive plan.
3. On January 22, 2018, the first extraordinary general meeting of the company in 2018 deliberated and approved the proposal on the company’s 2018 stock option incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s 2018 stock option incentive plan, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2018 stock option incentive plan, and other relevant proposals. Independent directors publicly solicited entrusted voting rights from all shareholders.
4. On January 22, 2018, the 28th (Interim) meeting of the Fourth Board of directors and the 16th (Interim) meeting of the Fourth Board of supervisors considered and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time in the 2018 stock option incentive plan and the proposal on granting stock options to incentive objects for the first time. Because one incentive object does not meet the conditions to become an incentive object, 142 incentive objects to be adjusted by the company were disqualified and the original incentive objects were disqualified. The board of supervisors issued verification opinions on the list and number of incentive objects granted for the first time. The independent directors issued independent opinions on the above matters and agreed to grant 2.899 million stock options to 142 incentive objects on January 22, 2018.
5. On March 21, 2018, the company completed the first grant registration of the 2018 stock option incentive plan in China Securities Depository and Clearing Co., Ltd. with option abbreviation: Hanwang jlc1 and option Code: 037767.
6. On February 26, 2019, the sixth (Interim) meeting of the Fifth Board of directors and the fifth (Interim) meeting of the Fifth Board of supervisors of the company deliberated and adopted the proposal on canceling some stock options of the 2018 stock option incentive plan. It is agreed that the company will cancel a total of 101500 stock options granted to 14 original incentive objects who have left their jobs for personal reasons. After this cancellation, the number of incentive objects granted for the first time by the stock option incentive plan in 2018 will be reduced to 128. Independent directors issued independent opinions, the board of supervisors issued verification opinions, and lawyers issued legal opinions. 7. On March 21, 2019, the seventh (Interim) meeting of the Fifth Board of directors and the sixth (Interim) meeting of the Fifth Board of supervisors considered and approved the proposal on the company’s 2018 stock option incentive plan failing to meet the exercise conditions and canceling relevant stock options in the first exercise period. In view of the company’s 2018 stock option incentive plan failing to meet the exercise conditions in the first exercise period, It is agreed that the company will cancel 1119000 stock options corresponding to the first exercise period. Independent directors issued independent opinions, the board of supervisors issued verification opinions, and lawyers issued legal opinions.
8. On March 26, 2020, the 17th (Interim) meeting of the 5th board of directors and the 12th (Interim) meeting of the 5th board of supervisors of the company deliberated and approved the proposal on the cancellation of relevant stock options in the second exercise period of the company’s 2018 stock option incentive plan
In view of the fact that the second exercise period of the company’s 2018 stock option incentive plan did not meet the exercise conditions, the company agreed to cancel a total of 8527500 stock options held by the corresponding and resigned employees in the second exercise period. Independent directors issued independent opinions, the board of supervisors issued verification opinions, and lawyers issued legal opinions.
9. On March 26, 2021, the 31st meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors of the company deliberated and approved the proposal on canceling some stock options of the 2018 stock option incentive plan, agreeing that the company should cancel a total of 40800 stock options that have been granted but not exercised by the 9 original incentive objects who have resigned for personal reasons. After this cancellation, In 2018, the number of incentive objects granted by the stock option incentive plan for the first time was reduced to 116. Independent directors issued independent opinions, the board of supervisors issued verification opinions, and lawyers issued legal opinions.
10. On March 26, 2021, the 31st meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors of the company deliberated and adopted the proposal on the fulfillment of the exercise conditions of the third exercise period of the company’s 2018 stock option incentive plan. In view of the fulfillment of the exercise conditions of the third exercise period of the company’s 2018 stock option incentive plan, the corresponding authorized but not yet exercised rights Stock options that meet the exercise conditions can be exercised.
116 incentive objects are exercisable this time, and the number of stock options exercisable is 78495. Independent directors issued independent opinions, the board of supervisors issued verification opinions, and lawyers issued legal opinions.
2、 Reasons and quantity of stock options to be cancelled this time
The third exercise period of the company’s 2018 stock option incentive plan has expired. According to the provisions of the 2018 stock option incentive plan (Draft), the company plans to cancel 78495 expired stock options held by 116 incentive objects. The company will apply to China Securities Depository and Clearing Co., Ltd. for the cancellation of the above stock options in accordance with relevant regulations. After this cancellation, the number of stock options granted but not exercised involved in the company’s 2018 stock option incentive plan is 0.
3、 Impact of partial cancellation of stock options on the company
The cancellation of some stock options will not affect the company’s share structure, the company’s performance and operation, or the diligence of the company’s management team. The company’s management team will continue to earnestly perform their duties and strive to create value for shareholders.
4、 Independent opinions of independent directors
After verification, the third exercise period of the company’s 2018 stock option incentive plan has expired. According to the provisions of the 2018 stock option incentive plan (Draft), the company plans to cancel 78495 expired stock options held by 116 incentive objects. We believe that the above cancellation of stock options that have expired but not exercised in the third exercise period complies with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of equity incentive of listed companies and the provisions of the company’s 2018 stock option incentive plan (Draft) and the measures for the administration of the implementation and assessment of the company’s 2018 stock option incentive plan. The procedures are legal and compliant and will not affect the company’s sustainable operation, It will not damage the interests of the company and all shareholders. Therefore, we unanimously agree to the above cancellation of the unexercised stock options that have expired in the third exercise period of the 2018 stock option incentive plan.
5、 Verification opinions of the board of supervisors
After verification, the board of supervisors believes that the cancellation of the third exercise period of the 2018 stock option incentive plan has expired, and the non exercise of stock options complies with the relevant laws, regulations and normative documents and the relevant provisions of the company’s 2018 stock option incentive plan. There is no damage to the interests of the company and all shareholders, and will not have a significant adverse impact on the company’s financial status and operating results, Nor will it affect the diligence of the company’s management team. Therefore, we agree to cancel the outstanding stock options that have expired in the third exercise period of the 2018 stock option incentive plan. 6、 Lawyer’s legal opinion
The legal opinions issued by Beijing Jindu law firm are as follows: as of the issuance date of this legal opinion, the cancellation of the company has obtained the necessary authorization and approval at this stage; The reason and quantity of this cancellation comply with the provisions of the measures for the administration of equity incentive of listed companies and the Hanwang Technology Co.Ltd(002362) 2018 stock option incentive plan (Draft); 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. Resolutions of the 10th meeting of the 6th board of directors;
2. Resolutions of the 6th meeting of the 6th board of supervisors;
3. Special instructions and independent opinions of independent directors on matters related to the 10th meeting of the sixth board of directors;
4. Legal opinion of Beijing Jindu law firm on Hanwang Technology Co.Ltd(002362) cancellation of some stock options of 2018 stock option incentive plan.
It is hereby announced.
Hanwang Technology Co.Ltd(002362) board of directors April 2, 2022
