Securities code: Guangdong Greenway Technology Co.Ltd(688345) securities abbreviation: Guangdong Greenway Technology Co.Ltd(688345) Announcement No.: 2022024 Guangdong Greenway Technology Co.Ltd(688345)
Announcement on granting restricted shares to incentive objects for the first time
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 this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
First grant date of restricted shares: May 19, 2022
Number of restricted shares granted for the first time: 934000 shares, accounting for 0.934% of the current total share capital of the company. Equity incentive method: type II restricted shares
Guangdong Greenway Technology Co.Ltd(688345) (hereinafter referred to as "the company") the conditions for the first grant of the company's restricted stock incentive plan in 2022 (hereinafter referred to as "the incentive plan (Draft)" or "the incentive plan") have been met. According to the authorization of the company's 2021 annual general meeting, the company held the 23rd Meeting of the first board of directors on May 19, 2022 The 19th meeting of the first session of the board of supervisors deliberated and approved the proposal on the first grant of restricted shares to incentive objects, and agreed to grant 934000 restricted shares to 128 incentive objects at the grant price of 26.00 yuan / share on May 19, 2022. The relevant matters are explained as follows: I. the granting of restricted shares
(I) decision-making procedures and information disclosure performed in this restricted stock grant
1. On April 19, 2022, the company held the 22nd Meeting of the first board of directors, which deliberated and adopted the proposal on the company's restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's restricted stock incentive plan in 2022, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan.
2. On April 19, 2022, the company held the 18th meeting of the first board of supervisors, deliberated and approved the proposal on the measures for the implementation and assessment of the restricted stock incentive plan in 2022 and the proposal on verifying the list of incentive objects granted by the company for the first time in the restricted stock incentive plan in 2022. The board of supervisors of the company verified the matters of the incentive plan and issued relevant verification opinions.
3. From April 20, 2022 to April 29, 2022, the company publicized the names and positions of the incentive objects to be granted for the first time in the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection from employees to the list of proposed incentive objects. On May 6, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the verification opinions of Guangdong Greenway Technology Co.Ltd(688345) board of supervisors on the list of incentive objects granted for the first time under the restricted stock incentive plan in 2022 and the statement on publicity (Announcement No.: 2022018).
4. On May 11, 2022, the company held the 2021 annual general meeting of shareholders, deliberated and passed the proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the company's assessment and management measures for the implementation of the 2022 restricted stock incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. On May 12, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclose Guangdong Greenway Technology Co.Ltd(688345) the self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2022 (Announcement No.: 2022020).
5. On May 19, 2022, the company held the 23rd Meeting of the first board of directors and the 19th meeting of the first board of supervisors, deliberated and adopted the proposal on adjusting the incentive plan of restricted shares in 2022 and the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed independent opinions on this matter and believed that the conditions for the first grant had been met, the subject qualification of the incentive object granted for the first time was legal and valid, and the determined first grant date met the relevant provisions. The board of supervisors verified the list of incentive objects granted on the first grant date and issued verification opinions.
(II) differences between this grant and the equity incentive plan approved by the general meeting of shareholders
Whereas one of the incentive objects determined in the company's incentive plan (Draft) is no longer qualified as an incentive object due to resignation. The company decides to adjust the list of incentive objects and the number of rights and interests granted for the first time in the incentive plan.
After adjustment, the number of restricted shares granted by the company for the first time in the incentive plan was adjusted from 935000 shares to 934000 shares, and the number of incentive objects granted for the first time was adjusted from 129 to 128.
In addition to the above adjustments, the relevant contents of the grant matters implemented this time are consistent with the relevant contents of the incentive plan deliberated and approved by the company's 2021 annual general meeting of shareholders. According to the authorization of the 2021 annual general meeting of shareholders of the company, this adjustment does not need to be submitted to the general meeting of shareholders of the company for deliberation.
(III) explanation of the board of directors on whether the grant conditions are met, and clear opinions issued by the independent directors and the board of supervisors 1. Relevant explanation of the board of directors on whether the grant conditions are met
According to the provisions on the granting conditions in the incentive plan (Draft), the incentive object shall meet the following conditions at the same time:
(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 latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
③ Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
④ Equity incentive is not allowed according to laws and regulations;
⑤ Other circumstances recognized by the CSRC.
(2) The incentive object does not have any of the following situations:
① Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
② In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
③ Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
④ Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law of the people's Republic of China;
⑤ Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
⑥ Other circumstances recognized by the CSRC.
After careful verification, the board of directors of the company has determined that neither the company nor the incentive object has any of the above circumstances, and there are no other circumstances that cannot be granted or become the incentive object. The conditions for the first grant of this incentive plan have been met.
2. Relevant explanations of the board of supervisors on whether the grant meets the conditions
(1) The board of supervisors checked whether the conditions for the first award of the company's incentive plan had been met. The board of supervisors held that:
The company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies (hereinafter referred to as the "administrative measures") and other laws, administrative regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan; The incentive objects granted for the first time in this incentive plan have the qualifications specified in the company law and other laws, regulations and normative documents, meet the conditions of incentive objects specified in the administrative measures and the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, and meet the scope of incentive objects specified in the company's incentive plan (Draft) and its abstract. As the main qualification of the incentive objects granted for the first time in this incentive plan, it is legal Effective.
(2) The board of supervisors checked the first grant date of the incentive plan, and the board of supervisors held that:
The company's incentive plan and the relevant provisions of the company's first incentive plan (grant date) are in line with the provisions of the company's incentive plan.
Therefore, the board of supervisors agreed that the first grant date of the company's incentive plan was May 19, 2022, and agreed to grant 934000 restricted shares to 128 incentive objects at the grant price of 26.00 yuan / share.
3. Relevant explanations of independent directors on whether the grant meets the conditions
(1) According to the authorization of the company's 2021 annual general meeting of shareholders, the board of directors determined that the first grant date of the incentive plan of the company is May 19, 2022, which complies with the relevant provisions on the grant date in the administrative measures and other laws and administrative regulations, as well as the incentive plan (Draft) and its summary.
(2) It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, administrative regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
(3) The incentive objects determined by the company for the first time to grant restricted shares comply with the relevant laws and regulations and the provisions on the qualification of the incentive plan in the articles of association, the incentive object conditions specified in the management measures and the scope of incentive objects specified in the incentive plan (Draft). As the subject qualification of the incentive object first granted by the company in 2022, it is legal and effective.
(4) The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
(5) Related directors have avoided voting on relevant proposals in accordance with the company law, the securities law, the administrative measures and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association, which shall be deliberated and voted by non related directors.
(6) The company's implementation of this incentive plan is conducive to further improve the corporate governance structure, establish and improve the company's long-term incentive and restraint mechanism, enhance the sense of responsibility and mission of the company's directors, senior managers, core technicians and other personnel deemed by the board of directors to realize the sustainable and healthy development of the company, and is conducive to sustainable development without damaging the interests of the company and all shareholders.
In conclusion, we agree that the first grant date of the incentive plan of the company is May 19, 2022, and agree to grant 93.40 restricted shares to 128 incentive objects at the grant price of 26.00 yuan / share.
(IV) specific conditions of this grant
1. First grant date: May 19, 2022
2. Number of First grants: 934000 shares, accounting for 0.934% of the company's current total share capital
3. Number of persons granted for the first time: 128
4. Grant price: 26.00 yuan / share
5. Stock source: the company issues A-share common stock to the incentive object
6. Validity period, vesting period and vesting arrangement of incentive plan
(1) The validity period of this incentive plan shall be no more than 72 months from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid.
(2) The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive object meets the corresponding vesting conditions. The vesting date must be the trading day, but shall not be vested within the following periods:
① Within 30 days before the announcement of the company's annual report and semi annual report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to the day before the announcement;
② Ten days before the announcement of the company's quarterly report, performance forecast and performance express;
③ From the date of major events that may have a great impact on the trading price of the company's securities and their derivatives or in the process of decision-making to the date of disclosure according to law;
④ Other periods prescribed by the CSRC and the Shanghai Stock Exchange.
The above "major events" are transactions or other major events that the company should disclose in accordance with the Listing Rules of science and Innovation Board of Shanghai Stock Exchange. If relevant laws, administrative regulations and departmental rules have other provisions on the period that cannot be attributed, the relevant provisions shall prevail.
The vesting period and arrangement of restricted shares granted for the first time in the incentive plan are as follows:
The proportion of the number of vested rights and interests in the total amount of corresponding granted rights and interests
The first vesting period shall be from the first trading day after 12 months from the date of grant of the corresponding part to the corresponding 25%
Within 24 months from the last day of the transaction
The second vesting period shall be from the first trading day after 24 months from the date of grant of the corresponding part to the corresponding 25%
It shall end on the last trading day within 36 months from the date of partial grant
The third vesting period shall be from the first trading day after 36 months from the date of grant of the corresponding part to 25%
It shall end on the last trading day within 48 months from the date of partial grant
The fourth vesting period is from the first trading day after 48 months from the date of grant of the corresponding part to 25% of the corresponding part
It shall end on the last trading day within 60 months from the date of partial grant
Restricted shares that have not been vested within the above agreed period or that cannot be applied for vesting due to failure to meet the vesting conditions shall not be vested, invalid and invalid.
The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used for guarantee or debt repayment before vesting. The restricted shares granted to the incentive object but not yet vested, the increased shares due to the conversion of capital reserve into share capital, share distribution and other circumstances, are subject to the vesting conditions at the same time, and shall not be transferred, used for guarantee or debt repayment before vesting. If the restricted shares cannot be vested at that time, due to the above reasons
