Securities code: China Greatwall Technology Group Co.Ltd(000066) securities abbreviation: China Greatwall Technology Group Co.Ltd(000066) Announcement No.: 2022021 China Greatwall Technology Group Co.Ltd(000066)
Announcement on adjusting the list of incentive objects and the number of options granted for the first time in the second phase of the stock option incentive plan
The company and all members of its board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
China Greatwall Technology Group Co.Ltd(000066) (hereinafter referred to as “the company”) held the 81st meeting of the 7th board of directors and the 34th meeting of the 7th board of supervisors on April 5, 2022. The proposal on adjusting the list of incentive objects and the number of options granted for the first time in the second phase of stock option incentive plan was reviewed and approved. The relevant adjustments are hereby announced as follows:
1、 Relevant procedures performed in the second phase of the company’s stock option incentive plan
1. In September 2020, the remuneration and assessment committee of the board of directors of the company formulated the China Greatwall Technology Group Co.Ltd(000066) second stock option incentive plan (Draft) (hereinafter referred to as “second incentive plan (Draft)”) and other relevant documents, which were submitted to the 46th meeting of the seventh board of directors of the company for deliberation.
2. On September 30, 2020, the 46th meeting of the 7th board of directors and the 17th meeting of the 7th board of supervisors of the company reviewed and approved the China Greatwall Technology Group Co.Ltd(000066) second stock option incentive plan (Draft) and its summary, the management measures for China Greatwall Technology Group Co.Ltd(000066) second stock option incentive plan, and the management measures for the implementation and assessment of China Greatwall Technology Group Co.Ltd(000066) second stock option incentive plan Submit to the general meeting of shareholders to authorize the board of directors to handle matters related to the second stock option incentive plan. The board of supervisors checked the list of incentive objects and issued opinions, and the independent directors issued independent opinions on the second phase incentive plan (Draft).
3. In December 2020, the remuneration and assessment committee of the board of directors revised and formed the China Greatwall Technology Group Co.Ltd(000066) second phase stock option incentive plan (Revised Draft) (hereinafter referred to as “second phase incentive plan (Revised Draft)”) and other relevant documents, which were submitted to the 53rd meeting of the seventh board of directors for deliberation.
4. On December 11, 2020, the 53rd meeting of the seventh board of directors and the 20th meeting of the seventh board of supervisors of the company were held, and the proposals such as China Greatwall Technology Group Co.Ltd(000066) second stock option incentive plan (Revised Draft) and its summary were deliberated and adopted. The board of supervisors checked and commented on the list of incentive objects (after adjustment), and the independent directors expressed independent opinions on the second phase incentive plan (Revised Draft).
5. In December 2020, China Electronic Information Industry Group Co., Ltd. issued the reply on China Greatwall Technology Group Co.Ltd(000066) implementing the second stock option incentive plan (ZDR [2020] No. 542), and agreed in principle to China Greatwall Technology Group Co.Ltd(000066) implementing the second stock option incentive plan.
6. On December 28, 2020, the company held the seventh extraordinary general meeting of shareholders in 2020 through the combination of on-site meeting, online voting and independent directors’ solicitation of voting rights, and deliberated and adopted the China Greatwall Technology Group Co.Ltd(000066) phase II stock option incentive plan (Revised Draft) and its summary, the China Greatwall Technology Group Co.Ltd(000066) phase II stock option incentive management measures Management measures for the implementation and assessment of China Greatwall Technology Group Co.Ltd(000066) second issue stock option incentive, and submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the second issue stock option incentive plan.
7. On January 29, 2021, the 57th meeting of the seventh board of directors and the 23rd Meeting of the seventh board of supervisors of the company considered and approved the proposal on adjusting the list and number of incentive objects granted for the first time in the second stock option incentive plan and the proposal on matters related to the first grant of the second stock option incentive plan. The board of supervisors checked and commented on the list of incentive objects granted for the first time in the second phase of the stock option incentive plan, and the independent directors of the company gave clear consent to the matters related to the second phase of the stock option incentive plan.
8. On February 4, 2021, after being reviewed and confirmed by Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the company completed the registration of stock options granted for the first time in the second phase of stock option incentive plan. Option abbreviation: Great Wall jlc2, option Code: 037102. On February 5, 2021, the company issued the announcement on the completion of the registration of the first grant of the second stock option incentive plan.
9. On August 2, 2021, the 66th meeting of the seventh board of directors and the 26th meeting of the seventh board of supervisors deliberated and adopted the proposal on adjusting the exercise price of stock options granted for the first time in the second stock option incentive plan. Due to the company’s implementation of the 2020 equity distribution plan, the exercise price of the second phase of the stock option incentive plan was adjusted from 16.68 yuan / share to 16.594 yuan / share. The independent directors expressed independent opinions on the company’s adjustment of the exercise price of stock options granted for the first time in the second phase of the stock option incentive plan, and Guangdong Xinda law firm issued a legal opinion.
10. On December 15, 2021, the 74th meeting of the seventh board of directors and the 31st meeting of the seventh board of supervisors considered and approved the proposal on matters related to the reserved stock option grant of the second stock option incentive plan, and agreed to set the reserved grant date of the second stock option incentive plan of the company as December 15, 2021, granting 26.34 million stock options to 489 incentive objects. The board of supervisors checked and commented on the list of incentive objects reserved and granted in the second phase of stock option incentive plan, the independent directors of the company expressed clear consent to the matters related to the reserved and granted in the second phase of stock option incentive plan, and Guangdong Xinda law firm issued a legal opinion.
11. On December 21, 2021, after examination and confirmation by Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the company completed the registration of stock options granted for the first time in the second phase of stock option incentive plan. The option is abbreviated as great wall jlc3 and the option code is 037197. On December 22, 2021, the company issued the announcement on the completion of the reservation and grant registration of the second stock option incentive plan.
12. On April 5, 2022, the 81st meeting of the seventh board of directors and the 34th meeting of the seventh board of supervisors of the company were held, and the proposal on adjusting the list of personnel and the number of options granted to the incentive objects for the first time in the second stock option incentive plan was deliberated and adopted. Due to the resignation, retirement and death of the incentive objects granted for the first time in the second stock option incentive plan, The incentive objects and the number of options granted for the first time in the second phase of the stock option incentive plan were adjusted accordingly. The incentive objects were adjusted from 817 to 771, the number of options was adjusted from 105.19 million to 100591 million, and 4.599 million were cancelled.
The board of supervisors checked and commented on the list of persons and the number of options granted to the incentive objects for the first time in the second phase of the stock option incentive plan, the independent directors expressed independent opinions on the list of persons and the number of options granted to the incentive objects for the first time in the second phase of the stock option incentive plan, and Guangdong Xinda law firm issued a legal opinion.
2、 On the adjustment of the list of incentive objects and the number of options granted for the first time in the second phase of the stock option incentive plan
Due to the resignation of 44 incentive objects, the retirement of one incentive object and the death of one incentive object, the above-mentioned personnel are determined to be no longer suitable to be incentive objects. The company plans to adjust the number and share of incentive objects granted for the first time, and plans to cancel 4599000 stock options granted to 46 incentive objects. After adjustment, the number of incentive objects granted for the first time in the second phase of the company’s stock option incentive plan is adjusted from 817 to 771, The total number of stock options granted by the company for the first time was adjusted from 105190000 to 100591000. In addition, the second phase of stock option incentive plan implemented by the company is consistent with the second phase of stock option incentive plan deliberated and approved by the seventh extraordinary general meeting of shareholders in 2020.
The above adjustment matters are handled by the board of directors authorized by the seventh extraordinary general meeting of shareholders of the company in 2020, and do not need to be submitted to the general meeting of shareholders for deliberation.
3、 The impact of the adjustment of the second phase stock option incentive plan on the company
The adjustment of the list of incentive objects and the number of options granted for the first time in the second phase of the stock option incentive plan will not have a material impact on the company’s financial status and operating results.
4、 Opinions of the board of supervisors
The board of supervisors held that the company’s adjustment of the list of incentive objects and the number of options granted for the first time in the second phase of the stock option incentive plan complied with relevant laws and regulations and the relevant provisions of the China Greatwall Technology Group Co.Ltd(000066) second phase stock option incentive plan (Revised Draft), and there was no damage to the interests of shareholders. The subject qualification of 771 incentive objects after adjustment is legal and effective. It is agreed that the company will adjust the list of incentive objects and the number of options this time.
5、 Opinions of independent directors
After verification, the independent directors believe that the list of persons and the number of options granted to the incentive objects for the first time in the second phase of the company’s adjusted stock option incentive plan comply with the relevant laws and regulations such as the administrative measures for equity incentive of listed companies and the relevant provisions of China Greatwall Technology Group Co.Ltd(000066) second phase of stock option incentive plan (Revised Draft), and are within the scope of authorization of the board of directors of the company by the seventh extraordinary general meeting of shareholders in 2020, And performed the necessary approval procedures; There is no situation that damages the interests of the company and all shareholders; It is agreed that the company will adjust the list of incentive objects and the number of options this time.
6、 Conclusion of legal opinion of law firm
The lawyer of Guangdong Xinda law firm believes that as of the date of issuance of this legal opinion, the list of personnel granted for the first time and the adjustment of the number of options in the company’s incentive plan have obtained the necessary approval and authorization at this stage; The list of persons granted for the first time and the adjustment of the number of options in this incentive plan comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies (revised 2018) and other laws, regulations and normative documents, as well as the relevant provisions of China Greatwall Technology Group Co.Ltd(000066) phase II stock option incentive plan (Revised Draft), which is legal and effective. The company still needs to timely perform relevant information disclosure obligations and go through relevant procedures for cancellation of stock options on this adjustment.
7、 Documents for future reference
1. Relevant board resolutions
2. Relevant resolutions of the board of supervisors
3. Opinions of relevant independent directors
4. Relevant legal opinions
It is hereby announced
China Greatwall Technology Group Co.Ltd(000066) board of directors
April 6, 2002
