Securities code: Shang Gong Group Co.Ltd(600843) 900924 securities abbreviation: Shang Gong Group Co.Ltd(600843) Shanggong B share Announcement No.: 2022016 Shang Gong Group Co.Ltd(600843) (Group) Co., Ltd
With regard to the announcement of cancelling the remaining options of the company’s stock option incentive plan, the board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear individual and joint responsibilities for the authenticity, accuracy and completeness of its contents.
Shang Gong Group Co.Ltd(600843) (Group) Co., Ltd. (hereinafter referred to as “the company”) held the 10th meeting of the 9th board of directors and the 9th meeting of the 9th board of supervisors on April 28, 2022, deliberated and approved the proposal on canceling the remaining options of the company’s stock option incentive plan, and agreed to cancel all the remaining stock options of the company’s 2019 stock option incentive plan (hereinafter referred to as “the incentive plan”), And terminate the implementation of 2019 stock option incentive plan in advance. Now the relevant matters are explained as follows:
1、 Decision making procedures and information disclosure of 2019 stock option incentive plan
The company held the 10th meeting of the 8th board of directors on February 28, 2019, and deliberated and passed the proposal on the company’s 2019 stock option incentive plan (Draft) and its summary, the proposal on the company’s measures for the implementation and assessment of the 2019 stock option incentive plan, and the proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the 2019 stock option incentive plan, The independent directors of the company expressed their independent opinions on the relevant proposals of the incentive plan, and the company disclosed the relevant announcement on March 2, 2019.
The company held the 8th meeting of the 8th board of supervisors on February 28, 2019, and deliberated and approved the proposal on the company’s 2019 stock option incentive plan (Draft) and its summary, the proposal on the company’s measures for the implementation and assessment of 2019 stock option incentive plan, and the proposal on the review of the list of incentive objects first granted by the company’s 2019 stock option incentive plan, The company disclosed relevant announcements on March 2, 2019.
The company publicized the list of incentive objects on the company’s official website from March 2 to March 12, 2019. During the publicity period, the company did not receive any objections from employees to the incentive objects. The company held the 9th meeting of the 8th board of supervisors on March 12, 2019, deliberated and approved the statement on the review opinions and publicity of the list of incentive objects first granted by the company’s 2019 stock option incentive plan, and disclosed the announcement on March 13, 2019. The company conducted a self-examination on the trading of the company’s shares by insiders of the incentive plan, and disclosed the self-examination report on the trading of the company’s shares by insiders of the 2019 stock option incentive plan on March 19, 2019.
The company held the first extraordinary general meeting of shareholders in 2019 on March 18, 2019, and deliberated and passed the proposal on the company’s 2019 stock option incentive plan (Draft) and its summary, the proposal on the company’s measures for the implementation and assessment of the 2019 stock option incentive plan, and the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the 2019 stock option incentive plan, Relevant announcements were disclosed on March 19, 2019.
On April 12, 2019, the company held the 11th meeting of the 8th board of directors, deliberated and approved the proposal on adjusting the list and number of incentive objects granted for the first time in the 2019 stock option incentive plan and the proposal on granting stock options to incentive objects for the first time, and granted 11527600 stock options to 288 incentive objects at an exercise price of 7.90 yuan / share. The independent directors of the company expressed their independent opinions on relevant matters, and the company disclosed relevant announcements on April 16, 2019.
The company held the 10th meeting of the 8th board of supervisors on April 12, 2019, and deliberated and passed the proposal on adjusting the list and number of incentive objects granted for the first time in the 2019 stock option incentive plan and the proposal on granting stock options to incentive objects for the first time. The board of supervisors of the company checked the granting of stock options to the company in this incentive plan and disclosed the relevant announcement on April 16, 2019. The stock option granted for the first time was registered on May 13, 2019.
The company held the 19th meeting of the 8th board of directors on March 18, 2020, deliberated and approved the proposal on granting reserved stock options to incentive objects in 2019 stock option incentive plan, and granted 660200 stock options to 50 incentive objects who met the granting conditions, with the exercise price of 8 yuan / share. The independent directors of the company expressed their independent opinions and disclosed relevant announcements on March 19, 2020.
On March 18, 2020, the company held the 17th meeting of the 8th board of supervisors, which deliberated and approved the proposal on granting reserved stock options to incentive objects in 2019 stock option incentive plan and the proposal on verifying the list of incentive objects reserved for grant in 2019 stock option incentive plan. The board of supervisors of the company checked the list of incentive objects reserved for grant of stock options and grant arrangements, Relevant announcements were disclosed on March 19, 2020. The stock options reserved for grant will be registered on August 14, 2020.
The company held the second meeting of the ninth board of directors and the second meeting of the ninth board of supervisors on August 27, 2020, deliberated and approved the proposal on canceling some options of the company’s stock option incentive plan, and agreed to cancel 5156920 stock options that did not meet the exercise conditions of the company’s stock option incentive plan in 2019. The independent directors of the company expressed their independent opinions, and the board of supervisors of the company checked the matters related to the cancellation of some stock options. The company disclosed relevant announcements on August 29, 2020.
The company held the fifth meeting of the ninth board of directors and the fourth meeting of the ninth board of supervisors on April 28, 2021, deliberated and approved the proposal on canceling some options of the company’s stock option incentive plan, and agreed to cancel 3610732 stock options that did not meet the exercise conditions of the company’s 2019 stock option incentive plan. The independent directors of the company issued a statement on this
Relevant announcements were disclosed on April 30, 2021.
On April 28, 2022, the company held the 10th meeting of the 9th board of directors and the 9th meeting of the 9th board of supervisors, deliberated and approved the proposal on cancelling the remaining options of the company’s stock option incentive plan respectively, agreed to cancel some options that did not meet the exercise conditions of the company’s 2019 stock option incentive plan, and terminated the implementation of the 2019 stock option incentive plan in advance.
The independent directors of the company have expressed their independent opinions on this; The board of supervisors of the company checked the relevant matters and expressed its consent. The early termination of the 2019 stock option incentive plan needs to be submitted to the general meeting of shareholders for deliberation.
2、 Cancellation of stock options this time
(I) stock options granted for the first time and cancelled if the exercise conditions are not met in the third exercise period
According to the relevant provisions of the stock option incentive plan, the exercise schedule, performance assessment objectives and exercise proportion of the third exercise period of stock options first granted by the company’s stock option incentive plan in 2019 are as follows:
Number of exercisable options exercise time performance assessment target proportion in the number of stock options granted
Audited ownership of the previous full financial year 36 months from the date of grant (one full year)
From the first trading day after the third anniversary), the net profit of shareholders of the parent company increased from 2016 to
30% of the audited three-year average attributable to the parent bank in 2018 within 48 months from the date of grant
The growth rate of the net profit of the company’s shareholders as of the trading day after the option period shall not be less than
60%
The average audited net profit attributable to the shareholders of the parent company from 2016 to 2018 was 16084887244 yuan. According to the audit of Lixin Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the parent company in 2021 was 6110545431 yuan. Therefore, the company failed to meet the performance evaluation goal.
Because the company’s performance does not meet the exercise conditions of the third exercise period of stock options first granted by the stock option incentive plan in 2019, according to the relevant provisions of the administrative measures and the stock option incentive plan, 3038580 stock options corresponding to the third exercise period of 250 incentive objects granted by the company for the first time cannot be exercised and will be cancelled. (II) stock options reserved for grant that fail to meet the exercise conditions in the second exercise period shall be cancelled
According to the relevant provisions of the stock option incentive plan, the exercise schedule, performance assessment objectives and exercise proportion of the second exercise period of stock options reserved and granted in the company’s 2019 stock option incentive plan are as follows:
Number of exercisable options exercise time performance assessment target proportion in the number of stock options granted
Second, 30% of the audited ownership of the previous full financial year within 24 months from the date of grant
From the first trading day after the first anniversary of the bank), the net profit attributable to the shareholders of the parent company is lower than the average audited net profit attributable to the parent company in the three-year period from 2016 to 36 months from the date of grant
The growth rate of the net profit of the company’s shareholders as of the next trading day shall not be less than
40%
The average audited net profit attributable to the shareholders of the parent company from 2016 to 2018 was 16084887244 yuan. According to the audit of Lixin Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the parent company in 2021 was 6110545431 yuan. Therefore, the company failed to meet the performance evaluation goal.
Because the company’s performance fails to meet the exercise conditions of the second exercise period of stock options reserved and granted in the 2019 stock option incentive plan, according to the relevant provisions of the administrative measures and the stock option incentive plan, 190784 stock options corresponding to the second exercise period of 48 incentive objects reserved and granted by the company cannot be exercised and will be cancelled. The performance of the company during the whole equity incentive period from 2019 to 2021 did not meet the performance assessment objectives of stock option exercise, and the stock options granted by the company to employees were not exercisable.
(III) early termination and cancellation of the remaining unexpired stock options reserved in the 2019 stock option incentive plan. In view of the impact of covid-19 epidemic, macro environment, enterprise operation and other comprehensive factors, the company plans to early terminate and cancel 190784 unexpired remaining stock options reserved in the 2019 stock option incentive plan.
To sum up, the total number of stock options that the board of directors agreed to cancel was 3420148. After the above cancellation work is completed, all the stock options granted but not exercised in the company’s 2019 stock option incentive plan will be cancelled, including 250 incentive objects granted for the first time, and the number of stock options granted but not exercised will be 3038580; There are 48 incentive objects reserved for grant, and the number of stock options granted but not exercised is 381568.
3、 Impact of this cancellation on the company
The cancellation and termination of the remaining stock options of the company’s equity incentive plan will not have a significant impact on the company’s financial status and operating results. The management team of the company will continue to earnestly perform their duties, be diligent and diligent, and strive to create value for shareholders, without damaging the interests of the company and all shareholders.
4、 Opinions of independent directors
The independent directors of the company believe that: because the third exercise period of stock options first granted and the second exercise period of stock options reserved for grant in the company’s stock right incentive plan in 2019 do not meet the exercise conditions, at the same time, the company timely adjusts according to the actual situation, terminates and cancels the remaining options in the third exercise period of reserved stock options in advance, Comply with the company’s 2019 stock option incentive plan and the company’s 2019 stock option incentive plan
