Securities code: Guangdong Greenway Technology Co.Ltd(688345) securities abbreviation: Guangdong Greenway Technology Co.Ltd(688345) Announcement No.: 2022023 Guangdong Greenway Technology Co.Ltd(688345) about
Announcement on matters related to the adjustment of the restricted stock incentive plan in 2022
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.
Guangdong Greenway Technology Co.Ltd(688345) (hereinafter referred to as “the company”) convened the 2021 annual general meeting of shareholders on May 11, 2022, deliberated and passed the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary and other relevant proposals. According to the company’s 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”) and the authorization of the company’s 2021 annual general meeting of shareholders, the company held the 23rd Meeting of the first board of directors and the 19th meeting of the first board of supervisors on May 19, 2022, and deliberated and adopted the proposal on matters related to the adjustment of the 2022 restricted stock incentive plan, The relevant matters are explained as follows:
1、 The decision-making procedures and information disclosure of this equity incentive plan
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 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 verifying the list of incentive objects first granted by the company’s 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
Employees’ objections 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.
2、 Reasons and results of adjustment
In view of the fact that one of the first granted 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 content of the incentive plan implemented by the company this time is consistent with the relevant content of the incentive plan 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.
3、 Impact of this adjustment on the company
The company’s adjustment of the incentive objects and the number of awards granted for the first time in the 2022 restricted stock incentive plan complies with the relevant provisions of the measures for the administration of equity incentive of listed companies and the incentive plan (Draft), and the decisions made have fulfilled the necessary approval procedures. This adjustment will not have a material impact on the company’s financial situation and operating results, and there is no damage to the interests of the company and all shareholders.
4、 Opinions of independent directors
After verification, the independent directors believe that the company’s adjustment of the incentive objects and the number of awards granted for the first time in the 2022 restricted stock incentive plan complies with the relevant provisions of the measures for the administration of equity incentive of listed companies and the incentive plan (Draft), the decisions made have followed the necessary approval procedures, and there is no situation that damages the interests of the company and shareholders. The adjusted incentive objects have the qualifications specified in the company law, securities law, articles of association and other laws, regulations and normative documents, meet the incentive object conditions specified in the administrative measures, and their subject qualification as the first incentive object granted by the company’s restricted stock incentive plan in 2022 is legal and effective.
5、 Opinions of the board of supervisors
The board of supervisors of the company believes that: in view of the fact that one incentive object among the first incentive objects determined in the incentive plan (Draft) of the company is no longer qualified as an incentive object due to resignation. The company’s adjustment of the list of incentive objects and the number of rights and interests granted for the first time in the 2022 restricted stock incentive plan complies with the relevant provisions of the measures for the administration of equity incentive of listed companies and the incentive plan (Draft), and there is no situation that damages the interests of the company and shareholders; The adjusted incentive objects meet the conditions as incentive objects specified in relevant laws and regulations, and the subject qualification is legal and effective. It is agreed that the company will adjust the list of incentive objects and the number of rights and interests granted for the first time in the 2022 restricted stock incentive plan.
6、 Concluding observations of legal opinions
Xinda lawyer believes that the adjustment and related matters of this grant have obtained the necessary approval and authorization at this stage; The relevant matters of this adjustment, the granting date of this grant, the incentive objects granted, the number of grants and the granting price comply with the relevant provisions of the company law, the securities law, the administrative measures, the listing rules, the self regulatory guide and other laws, regulations and normative documents, as well as the incentive plan (Draft) and the articles of Association; The conditions for this grant have been met and comply with the relevant provisions of the administrative measures and the incentive plan (Draft).
7、 Concluding observations of the independent financial adviser
The independent financial adviser believes that as of the date of issuance of this report, the company’s adjustment of the list of incentive objects and the number of awards granted for the first time under the restricted stock incentive plan in 2022 is in line with the relevant provisions of the management measures, the incentive plan and its abstract, and there is no damage to the interests of the company’s shareholders.
8、 Online announcement attachment
(I) resolution of the 23rd Meeting of the first board of directors
(II) resolutions of the 19th meeting of the first board of supervisors
(III) independent opinions of independent directors on matters related to the 23rd Meeting of the first board of directors
(IV) legal opinion of Guangdong Xinda law firm on the adjustment and initial grant of restricted stock incentive plan in Guangdong Greenway Technology Co.Ltd(688345) 2022
(V) independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on matters related to the first grant of the restricted stock incentive plan in Guangdong Greenway Technology Co.Ltd(688345) 2022
It is hereby announced.
Guangdong Greenway Technology Co.Ltd(688345) board of directors may 22, 2022
