Securities code: Unittec Co.Ltd(000925) securities abbreviation: Unittec Co.Ltd(000925) Announcement No.: pro 2022017 Unittec Co.Ltd(000925)
With regard to the announcement on the achievement of exercise conditions in the first exercise period of stock options first granted by the company's stock option and restricted stock incentive plan in 2021, the company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions. Special tips:
1. The number of stock options exercisable by 70 incentive objects meeting the exercise conditions is 2.44 million, accounting for 0.4371% of the latest total share capital of the company.
2. The source of the exercisable shares this time: the company issued A-share common shares to the incentive object. 3. The exercise price of this exercisable stock option: 6.22 yuan / share.
4. This exercisable stock option adopts the independent exercise mode, and the company will strictly perform the obligation of information disclosure.
5. The exercisable stock option can be exercised only after the first waiting period expires. The first exercise period is from August 3, 2022 to August 2, 2023 (including the first and last two days).
Unittec Co.Ltd(000925) (hereinafter referred to as "the company") deliberated and adopted the proposal on the achievement of exercise conditions in the first exercise period of stock options first granted by the company's stock option and restricted stock incentive plan in 2021 at the 10th meeting of the 8th board of directors and the 7th Meeting of the 8th board of supervisors held on April 20, 2022. The board of Directors believes that the exercise conditions for the first exercise period of stock option granted for the first time set in the 2021 stock option and restricted stock incentive plan (Revised Draft) (hereinafter referred to as the "incentive plan") have been met. According to the relevant provisions of the incentive plan, the board of directors of the company will handle the independent exercise of the first exercisable stock option granted for the first time in 2021. The board of directors of the company has been authorized by the company's 2020 annual general meeting of shareholders to handle this independent exercise, so it is not necessary to submit it to the general meeting of shareholders for deliberation. The relevant information is hereby announced as follows: I. decision making and deliberation procedures of the company's incentive plan
1. February 9, 2021, The 22nd Meeting of the 7th board of directors of the company deliberated and approved the proposal on the 2021 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the 2021 stock option and restricted stock incentive plan implementation assessment management measures, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 stock option and restricted stock incentive plan. The independent directors of the company expressed independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any situation damaging the interests of the company and all shareholders, and solicited entrusted voting rights from all shareholders on the incentive plan. On February 9, 2021, the 17th meeting of the seventh board of supervisors of the company deliberated and adopted relevant proposals; Guohao law firm (Hangzhou) issued a legal opinion on the draft incentive plan.
2. On February 10, 2021, the company opened the website at www.cn.info.com.cn The list of incentive objects of Unittec Co.Ltd(000925) 2021 stock option and restricted stock incentive plan was announced on the. On May 1, 2021, the company released the publicity of the list of incentive objects of Unittec Co.Ltd(000925) 2021 stock option and restricted stock incentive plan on the company's enterprise wechat, including
The name, position and other information of the proposed incentive object. The publicity time is from May 1, 2021 to May 11, 2021. At the expiration of the publicity period, the board of supervisors of the company did not receive any objection. On May 13, 2021, the company announced the announcement and review opinions of the board of supervisors on the list of incentive objects of 2021 stock option and restricted stock incentive plan.
3. On May 18, 2021, The 2020 annual general meeting of shareholders of the company deliberated and passed the proposal on the 2021 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the 2021 stock option and restricted stock incentive plan implementation assessment management measures, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 stock option and restricted stock incentive plan. The company's implementation of the 2021 stock option and restricted stock incentive plan was approved, and the board of directors was authorized to determine the grant date, grant stock options and restricted shares to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant.
4. On May 22, 2021, the company opened the website at www.cn.info.com.cn The self inspection report on the trading of company shares by insiders of stock option and restricted stock incentive plan in 2021 and the incentive objects granted for the first time was announced on the.
5. On June 7, 2021, the second meeting of the eighth board of directors and the second meeting of the eighth board of supervisors deliberated and adopted the proposal on granting stock options and restricted shares to incentive objects for the first time. The independent directors of the company expressed their independent opinions on the above matters, and Guohao law firm (Hangzhou) issued a legal opinion.
6. On June 10, 2021, the company received the letter on increasing the interim proposal of the first extraordinary general meeting of shareholders in 2021 from Zhejiang lucent Information Technology Co., Ltd., a shareholder holding more than 3%, and proposed to adjust the company's 2021 stock option and restricted stock incentive plan, mainly involving the adjustment of the distribution of stock option incentive plan Update of the total share capital and the proportion related to the total share capital (during the first exercise period of 2019 stock option and restricted stock incentive plan, the independent exercise of some incentive objects led to the increase of the total share capital of the company) Update of job changes of some incentive objects in the incentive plan (on May 18, 2021, the first meeting of the eighth board of directors of the company produced a new senior manager, Ms. He Junli served as vice president and Secretary of the board of directors, and Mr. Ling Zhujun, Mr. Wang Zhenyu and Mr. Shen Yijun no longer served as senior managers but still served in the company), etc. Guohao law firm (Hangzhou) issued a legal opinion on the adjustment of stock option and restricted stock incentive plan in 2021. The independent directors of the company issued independent opinions on the revision of stock option and restricted stock incentive plan in 2021 (Draft) and its abstract, and agreed to submit it to the first extraordinary general meeting of shareholders of the company in 2021 for deliberation.
7. On June 23, 2021, the first extraordinary general meeting of the company in 2021 deliberated and approved the proposal on Revising the company's 2021 stock option and restricted stock incentive plan (Draft) and its summary.
8. On June 23, 2021, the first extraordinary general meeting of the company in 2021 deliberated and approved the proposal on Revising the company's incentive plan for stock options and restricted stocks in 2021 (Draft) and its abstract. On the same day, the company held the third meeting of the eighth board of directors and the third meeting of the eighth board of supervisors to deliberate and approve the proposal on granting stock options and restricted stocks to incentive objects for the first time, The grant date of this incentive plan is determined to be June 23, 2021. The independent directors expressed their independent opinions on the above matters, and Guohao law firm (Hangzhou) issued a legal opinion.
9. On August 4, 2021, the company disclosed the announcement on the completion of the registration of the first grant of stock options under the 2021 stock option and restricted stock incentive plan. The registration of the first grant of stock options was completed on August 3, 2021.
10. On August 20, 2021, the company disclosed the announcement on the completion of the registration of the first grant of restricted shares (fixed increase part) in the 2021 stock option and restricted stock incentive plan. The grant date of restricted shares in this incentive plan is June 23, 2021, and the listing date of restricted shares granted is August 23, 2021.
11. On August 24, 2021, the company disclosed the announcement on the completion of the registration of the first grant of restricted shares (repurchase part) in the 2021 stock option and restricted stock incentive plan. The grant date of restricted shares in this incentive plan is June 23, 2021, and the listing date of restricted shares granted is August 23, 2021.
12. On April 20, 2022, the 10th meeting of the 8th board of directors and the 7th Meeting of the 8th board of supervisors of the company deliberated and approved the proposal on the achievement of exercise conditions in the first exercise period of stock options granted by the company's stock option and restricted stock incentive plan in 2021. The board of directors of the company confirmed that the board of supervisors and independent directors respectively expressed their consent that the exercise conditions for the first exercise period of stock options granted by the company's stock option and restricted stock incentive plan in 2021 have been met. After the expiration of the first waiting period, 2.44 million options of 70 incentive objects can be exercised in the first exercise period.
13. On April 20, 2022, the 10th meeting of the 8th board of directors and the 7th Meeting of the 8th board of supervisors of the company deliberated and approved the proposal on the achievement of lifting the restrictions during the first lifting period of the company's stock option and restricted stock incentive plan in 2021. The board of directors of the company confirmed that the board of supervisors and independent directors respectively expressed their consent and believed that the company's stock option and restricted stock incentive plan in 2021 granted restricted shares for the first time, and the conditions for the lifting of restrictions in the first lifting period had been met. After the expiration of the first restriction period, 6.4 million shares of 76 incentive objects handled matters related to the lifting of restrictions in the first period. 2、 Main contents of stock options granted by incentive plan
1. Stock option grant date: August 3, 2021;
2. Number of stock options granted: 6.1 million
3. Grant price of stock option: 6.22 yuan / share
4. Incentive objects: middle managers and core technical (business) personnel (excluding independent directors and supervisors).
5. Stock source of stock option: the company issues A-share common stock to the incentive object. 6. Waiting period and exercise arrangement of this incentive plan:
(1) The waiting period of stock options granted under this incentive plan is the period from the date of completion of grant registration to the date of exercise of stock options. The stock options of the stock option incentive plan are exercised three times, and the corresponding waiting periods of the granted stock options are 12 months, 24 months and 36 months respectively.
(2) The exercise period of stock options granted and the exercise schedule of each period are shown in the table below:
Proportion of the number of exercisable options to the number of options granted during the exercise period
From the first 12 months after the registration date of the equity grant
The exercise period shall end on the last trading day within 24 months from the date of equity registration
The second period is from the first trading day 24 months after the date of equity grant registration to 30%
The exercise period shall end on the last trading day within 36 months from the date of equity registration
The third period is from the first trading day 36 months after the date of equity grant registration to 30%
The exercise period shall end on the last trading day within 48 months from the date of equity registration
During the above agreed period, the stock options that have not been fulfilled due to the exercise conditions shall not be exercised or deferred to the next exercise, and the company shall cancel the corresponding stock options of the incentive object according to the principles specified in this incentive plan. the stock option
After the end of the vesting period of each bank, the current stock option of the incentive object that has not been exercised shall terminate the exercise, and the company will cancel it
cancellation.
3、 The board of directors' decision on meeting the first exercise period of stock options granted for the first time under the 2021 equity incentive plan
Description of exercise conditions
1. Description of waiting period and exercise period
According to the 2021 stock option and restricted stock incentive plan (Revised Draft) of the company
The waiting period of stock options granted under the incentive plan is from the date of completion of grant registration (August 3, 2021) to the date of issuance of shares
The period of time between the exercise date of a call option. The stock options of the stock option incentive plan are exercised three times and granted
The corresponding waiting periods of the given stock options are 12 months, 24 months and 36 months respectively.
That is, the company's stock option and restricted stock incentive plan in 2021 granted the first stock option for the first time
The waiting period will expire on August 2, 2022, so the first exercise period is from August 3, 2022 to 2023
Until August 2, 2014 (including the first and last two days).
2. Description of the achievement of exercise conditions in the first exercise period
Description of the exercise conditions of stock options meeting the exercise conditions
(1) The company is not under any of the following circumstances:
① The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
② The internal control of the financial report of the most recent fiscal year is the audit report with a negative opinion or unable to express an opinion issued by the certified public accountant
Report; The company has not met the above-mentioned circumstances and has failed to comply with laws, regulations and conditions within the last 36 months after listing.
The articles of association and public commitment to profit distribution;
