Securities code: 000717 securities abbreviation: Sgis Songshan Co.Ltd(000717) Announcement No.: 2022-02 Sgis Songshan Co.Ltd(000717)
About the beginning of the first exercise period of 2019 stock option incentive plan
Announcement of independent exercise
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. Actual vesting period: the vesting date from January 17, 2022 to December 29, 2022.
2. Exercise price: RMB 3.26/share
3. Number of exercisable shares: 720093, accounting for 0.2976% of the current total share capital of the company;
4. Exercise mode: independent exercise mode
Sgis Songshan Co.Ltd(000717) (hereinafter referred to as “the company”) disclosed the announcement on the achievement of exercise conditions in the first exercise period of 2019 stock option incentive plan (Announcement No.: 2021-73) on December 28, 2021. The exercise conditions in the first exercise period of stock options granted by the company’s 2019 stock option incentive plan have been achieved, The first exercise period is the exercisable date from December 30, 2021 to December 29, 2022. After review by Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the exercisable incentive objects of stock options granted by the company’s stock option incentive plan in 2019 are 134, The number of exercisable options is 720093, accounting for 0.2976% of the current total share capital of the company.
The company has completed the procedures related to exercise, and the first exercise period of stock options granted by the company’s 2019 stock option incentive plan officially begins on January 17, 2022. The exercise method is independent exercise, stock option Code: 037088; Option abbreviation: SISG jlc1.
1、 Exercise arrangement for the first exercise period of 2019 stock option incentive plan
(I) source of exercise stock of 2019 stock option incentive plan
In 2019, the stock option incentive plan is for the company to issue RMB A-Shares of common stock to the incentive object.
(II) description of exercise conditions and achievements of exercise conditions in the first exercise period of the plan
As of the date of this announcement, the waiting period of the plan has expired and the exercise conditions in the first exercise period have been fulfilled. For details, see the announcement on the achievement of exercise conditions in the first exercise period of 2019 stock option incentive plan disclosed by the company on cninfo.com on December 28, 2021.
(III) exercisable incentive objects and number of exercisable stock options in the first exercise period of the stock option incentive plan in 2019
According to the provisions of “chapter XIV handling of changes in the company and incentive objects” of the 2019 stock option incentive plan (Draft) and the administrative measures for the implementation and assessment of the 2019 stock option incentive plan, a total of 153197 stock options were cancelled. The incentive objects of the company’s stock option incentive plan in 2019 were adjusted to 134, and the number of stock options was adjusted from 22.89 million to 21.35803 million (for details, see the announcement on adjusting the incentive objects, number of options and exercise price of stock option incentive plan in 2019 disclosed by the company on cninfo.com on December 28, 2021). After adjustment, the exercisable incentive objects and the number of exercisable stock options in the first exercise period of the stock option incentive plan in 2019 are as follows:
After adjustment, the first exercise period is granted, the first exercise period is available, the first exercise period is available, the exercisable serial number, name, position, number of shares granted, number of shares exercisable, number of shares exercisable, number of shares acquired, proportion of the company’s current shares (10000) (10000) options, proportion of the total amount of the company
1 Chairman Li Shiping 60 18.15 30.25% 0.0075%
2 director Zhang Yongsheng 50 16.5 33% 0.0068%
director
3 li Guoquan, senior vice president 30 9.9 33% 0.0041%
(preside over the work)
4 Xie Zhixiong senior vice president 45 14.85 33% 0.0061%
5 pirizhen senior vice president 45 14.85 33% 0.0061%
Secretary of the board of directors
6 Cheng Xiaowen senior vice president 40 13.2 33% 0.0055%
7 Guo Liang, senior vice president 40 13.2 33% 0.0055%
8 Lu Xueyun, vice president 50 16.5 33% 0.0068%
9 Dai Wenli, vice president 30 9.9 33% 0.0041%
10 Guo Lirong financial director 20 6.6 33% 0.0027%
Core management, technology and business personnel 1725.803 586.443 33.98% 0.2424%
(124 persons)
Total 2135.803 720.093 33.72% 0.2976%
Note 1 According to the announcement on the completion of grant registration of 2019 stock option incentive plan issued by the company on December 30, 2019, the number of incentive objects finally granted by this stock option incentive plan is 136 and the number of stock options is 22.89 million.
Note 2 The number of exercisable shares of each incentive object in the first exercise period is 33% of the number of stock options granted. Affected by the partial cancellation of stock options, the number of exercisable shares in the first exercise period accounts for more than 33% of the total granted after adjustment. For details, see the list of exercisable persons and the number of exercisable options of the current stock option disclosed by the company on cninfo.com on the same day.
The announcement on the appointment of Mr. Li Guoquan as the senior vice president (presiding over the work), the announcement on the by election of Mr. Li Guoquan as the director of the company and the announcement on the appointment of Mr. Dai Wenli as the vice president (vice general manager) of the company disclosed on cninfo.com in June. The incentive object’s exercise funds and the funds for paying individual income tax shall be raised by the incentive object itself. The company promises not to provide loans or any other form of financial assistance for the incentive object to exercise stock options in accordance with the 2019 stock option incentive plan, including providing guarantee for its loans.
(IV) determination of exercise price
According to “Chapter X adjustment methods and procedures of stock options” of 2019 stock option incentive plan (Draft), the exercise price of the plan is adjusted from RMB 3.61 per share to RMB 3.26 per share, For details, please refer to the announcement on adjusting the incentive objects, number of options and exercise price of 2019 stock option incentive plan disclosed by the company on cninfo.com on December 28, 2021, which was reviewed by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch on December 31, 2021, The company has completed the exercise price adjustment of the 2019 stock option incentive plan.
(V) exercise time
The actual exercisable period of the first exercise period of 2019 stock option incentive plan is the exercisable date from January 17, 2022 to December 29, 2022.
Incentive objects shall not exercise their rights during the following periods:
1. Within 30 days before the publication of the periodic report, if the announcement date of the annual report and semi annual report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
2. Within 10 days before the announcement of the company’s performance forecast and performance express;
3. From the date of occurrence of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to 2 trading days after disclosure according to law;
4. Other periods stipulated by CSRC and Shenzhen Stock Exchange.
The above “major events with great impact” are transactions or other major events that the company shall disclose in accordance with the stock listing rules of Shenzhen Stock Exchange. If the incentive objects are directors and senior managers, relevant personnel shall avoid short-term trading, that is, they shall not sell their shares of the company within 6 months after exercise, or they shall not exercise their rights within 6 months after selling their shares of the company.
(VI) the incentive object is the purchase and sale of the company’s shares by directors and senior managers 6 months before the date of this announcement
The incentive objects are directors and senior managers, and there is no trading of the company’s shares 6 months before the date of this announcement.
(VII) exercise method
The incentive object adopts independent exercise. The company has signed an independent exercise service agreement with the incentive object and the undertaking securities company on this exercise, and clearly agreed on the rights and obligations of all parties. The incentive object can independently declare the exercise through the undertaking securities company ( Guosen Securities Co.Ltd(002736) ) system at the feasible time. The undertaking securities companies have taken effective measures to ensure that the functions of relevant business systems meet the relevant business operation and compliance requirements of listed companies. The increased shares exercised by directors and senior managers will be managed in accordance with the relevant requirements of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
(VIII) exercise fund management
The company has set up a special account for the management of the funds from exercise. The funds raised due to the exercise of options are deposited in the above special bank account to supplement the company’s working capital.
The company promises that the funds from exercise will be deposited in the above designated bank account and used in strict accordance with the disclosed purpose of funds.
2、 Description of consistency with online publicity at the time of grant
In 2019, the number of incentive objects exercisable in the company’s stock option incentive plan was changed from 136 to 134, the number of stock options was adjusted from 22.89 million to 2135803, and the exercise price was adjusted from 3.46 yuan to 3.26 yuan. The above adjustment matters have been deliberated and approved by the tenth extraordinary board of directors of 2021 of the eighth board of directors of the company. According to the authorization of the fourth extraordinary general meeting of shareholders of the company in 2019, the above adjustment matters are within the scope of authorization and can be deliberated and approved by the board of directors without submitting them to the general meeting of shareholders for deliberation.
In addition to the above adjustments, the list of incentive objects, the number of granted rights and interests and the exercise price of the company are consistent with the online publicity at the time of grant.
3、 Listing and circulation arrangement of exercise shares and changes in share capital structure of the equity incentive plan
(I) listing and circulation date of the exercise shares
The exercise shares can be listed and circulated from the exercise date, and the expected listing and circulation date is January 17, 2022.
(II) number of shares exercised this time
The number of shares in circulation in this exercise and listing: 7200930 shares.
(III) locking and transfer restrictions on the exercise shares of directors and senior executives
For 1336500 shares obtained by directors and senior managers due to this exercise, they shall not sell all their shares (including shares obtained from exercise and other shares) within 6 months from the date of exercise. After the expiration of the above-mentioned prohibition period, it shall be implemented in accordance with the relevant reduction provisions of the CSRC on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies and the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange.
(IV) changes in share capital structure after independent exercise
Category before current change amount after current change
Total share capital (shares) 2419524410 7200930 2426725340
The number of exercisable stock options this time is 720093 (of which 1336500 are restricted to directors and senior managers), accounting for 0.2976% of the total share capital of the company. The number of stock options that have not met the exercise conditions is 14157100. If all the exercisable stock options in the first exercise period are exercised, the company’s equity distribution will not meet the listing conditions, the company’s controlling shareholders will change, and the company will
