Securities code: 000066 securities abbreviation: China Greatwall Technology Group Co.Ltd(000066) Announcement No.: 2022-006 China Greatwall Technology Group Co.Ltd(000066)
Announcement on matters related to the completion of independent exercise in the second exercise period of the first equity incentive plan and the change of registered capital, total share capital and the amendment of the articles of Association
The company and all members of its board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
China Greatwall Technology Group Co.Ltd(000066) (hereinafter referred to as “the company” or ” China Greatwall Technology Group Co.Ltd(000066) “) held the 77th meeting of the 7th board of directors on January 15, 2022, deliberated and adopted the proposal on matters related to the completion of independent exercise in the second exercise period of the first equity incentive plan and the change of registered capital, total share capital and the amendment of the articles of association. The relevant matters are described as follows:
1、 Overview of the first phase of stock option incentive plan of the company
1. On November 10, 2017, the 18th meeting of the 6th board of directors and the 17th meeting of the 6th board of supervisors considered and adopted the proposal on and its summary, the proposal on , the proposal on Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The board of supervisors checked the list of incentive objects and issued opinions, the independent directors issued independent opinions on the incentive plan (Draft), and Guangdong Xinda law firm issued legal opinions.
2. In December 2017, the state owned assets supervision and Administration Commission of the State Council issued the reply on China Greatwall Technology Group Co.Ltd(000066) implementing the stock option incentive plan (gzkaofen [2017] No. 1291), and agreed in principle to China Greatwall Technology Group Co.Ltd(000066) implementing the stock option incentive plan.
3. On December 27, 2017, the 19th meeting of the sixth board of directors and the 18th meeting of the sixth board of supervisors deliberated and adopted the proposal on < China Greatwall Technology Group Co.Ltd(000066) stock option incentive plan (Revised Draft) and its summary, and the proposal on < China Greatwall Technology Group Co.Ltd(000066) measures for the implementation and assessment of stock option incentive (Revised Draft) The proposal on proposing to convene the second extraordinary general meeting of shareholders in 2018 and other proposals were reviewed and agreed to adjust the list of incentive objects of the stock option incentive plan and the content of the company's performance conditions granted. The board of supervisors checked the list of incentive objects and gave opinions, the independent directors gave independent opinions on the incentive plan (Revised Draft), and Guangdong Xinda law firm issued legal opinions.
4. On January 12, 2018, the company held the second extraordinary general meeting of shareholders in 2018 through the combination of on-site meeting, online voting and independent directors’ solicitation of voting rights, deliberated and adopted the proposal on < China Greatwall Technology Group Co.Ltd(000066) stock option incentive plan (Revised Draft) and its summary, and the proposal on < China Greatwall Technology Group Co.Ltd(000066) stock option incentive management measures Proposal on management measures for the implementation and assessment of China Greatwall Technology Group Co.Ltd(000066) stock option incentive (Revised Version), proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
5. On January 16, 2018, the 20th meeting of the sixth board of directors and the 19th meeting of the sixth board of supervisors considered and approved the proposal on adjusting the list and number of incentive objects granted by the company’s stock option incentive plan and the proposal on matters related to the grant of the company’s stock option incentive plan, and agreed to take January 16, 2018 as the grant date, 44.1 million stock options were granted to 594 incentive objects. The board of supervisors checked and commented on the list of incentive objects granted by the stock option incentive plan, the independent directors expressed independent opinions on the adjustment and grant of the stock option incentive plan, and Guangdong Xinda law firm issued a legal opinion.
6. On January 26, 2018, after being reviewed and confirmed by Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the company completed the registration of stock options involved in the incentive plan (Revised Draft), with option abbreviation: Great Wall jlc1 and option Code: 037057. On January 29, 2018, the company issued the announcement on the completion of grant registration of stock option incentive plan.
7. On April 12, 2019, the 17th meeting of the 7th board of directors and the 7th Meeting of the 7th board of supervisors of the company deliberated and adopted the proposal on adjusting the list of incentive objects, number of options, exercise price and cancellation of some options of the company’s stock option incentive plan. Due to the resignation of incentive objects, the incentive objects and the number of options in the stock option incentive plan are adjusted accordingly. The incentive objects are adjusted from the original 594 to 570, the number of options is adjusted from the original 44.1 million to 42.758 million, and 1.342 million are cancelled; As the company implemented the 2017 equity distribution plan, the exercise price of the stock option incentive plan was adjusted from 8.27 yuan / share to 8.21 yuan / share. The board of supervisors checked and commented on the list of incentive objects granted by the stock option incentive plan, the independent directors expressed independent opinions on matters related to the adjustment and cancellation of some options of the stock option incentive plan, and Guangdong Xinda law firm issued a legal opinion.
8. On March 13, 2020, the 34th meeting of the 7th board of directors and the 12th meeting of the 7th board of supervisors deliberated and adopted the proposal on adjusting the list of incentive objects, number of options and exercise price of the company’s stock option incentive plan and canceling some options. Due to the resignation and death of the incentive objects, the incentive objects and the number of options in the stock option incentive plan are adjusted accordingly. The incentive objects are adjusted from the original 570 to 540, the number of options is adjusted from the original 42.758 million to 40.235 million, and 2.523 million are cancelled; As the company implemented the 2018 equity distribution plan, the exercise price of the stock option incentive plan was adjusted from 8.21 yuan / share to 8.16 yuan / share. The board of supervisors checked the list of incentive objects granted by the stock option incentive plan and issued opinions. The independent directors issued independent opinions on matters related to the adjustment and cancellation of some options of the stock option incentive plan. Guangdong Xinda law firm issued a legal opinion.
9. On April 17, 2020, the 36th meeting of the seventh board of directors and the 13th meeting of the seventh board of supervisors deliberated and adopted the proposal on the failure to meet the exercise conditions and cancellation of relevant stock options in the first exercise period of the company’s stock option incentive plan and the proposal on adjusting the benchmark enterprises of the stock option incentive plan.
Because the first exercise period of the company’s stock option incentive plan did not meet the exercise conditions, all 540 incentive objects corresponding to 13.41769 million stock options exercisable in 2018 were not allowed to exercise and were cancelled by the company. After the cancellation, the number of stock options granted but not exercised in the company’s stock option incentive plan was 26.823231 million; In order to ensure the rationality of benchmarking performance and maintain a certain sample size, starting from the existing main business, considering the similarity of the main business of the benchmarking enterprise and the industry level of its operating income and net profit scale, the list of benchmarking enterprises in the stock option incentive plan is adjusted by eliminating enterprises with special circumstances and selecting enterprises with high fit of main business, The total number of benchmarking enterprises has changed from 14 to 23. The independent directors expressed independent opinions on the first exercise period of the company’s stock option incentive plan, the failure to meet the exercise conditions, the cancellation of relevant stock options and the adjustment of the stock option incentive plan to the target enterprise, and Guangdong Xinda law firm issued a legal opinion.
10. On May 21, 2020, the 2019 annual general meeting of shareholders of the company reviewed and approved the benchmarking enterprise of adjusting stock option incentive plan.
11. On January 18, 2021, the 55th meeting of the seventh board of directors and the 21st Meeting of the seventh board of supervisors deliberated and adopted the proposal on adjusting the list of incentive objects, number of options, exercise price and cancellation of some options in the first phase of the company’s stock option incentive plan. Due to the resignation, transfer and retirement of the incentive objects, the incentive objects and the number of options in the stock option incentive plan are adjusted accordingly. The incentive objects are adjusted from the original 540 to 526, the number of options is adjusted from the original 26.8232 million to 25.8019 million, and 10213 thousand are cancelled; As the company implemented the 2019 equity distribution plan, the exercise price of the stock option incentive plan was adjusted from 8.16 yuan / share to 8.073 yuan / share. The board of supervisors checked the list of incentive objects granted by the stock option incentive plan and issued opinions. The independent directors issued independent opinions on matters related to the adjustment and cancellation of some options of the stock option incentive plan. Guangdong Xinda law firm issued a legal opinion.
12. On January 26, 2021, the 56th meeting of the 7th board of directors and the 22nd Meeting of the 7th board of supervisors deliberated and adopted the proposal on matters related to the exercise of the second exercise period of the company’s first stock option incentive plan. According to the relevant provisions of the first phase incentive plan (Revised Draft) and the authorization of the company’s second extraordinary general meeting in 2018, combined with the company’s achieved performance in 2019 and the individual performance evaluation results of each incentive object in 2019, the board of Directors considers that the exercise conditions of the first phase stock options granted by the company have been met in the second exercise period, It is agreed that 517 incentive objects eligible for exercise in the second exercise period of the company’s phase I stock option incentive plan will exercise their rights independently. The estimated number of stock options to be exercised is 12.0339 million (the actual number of options to be exercised shall be subject to the registration of China Securities Depository and clearing Co., Ltd. Shenzhen Branch), and the exercise price is 8.073 yuan / share. The independent directors of the company expressed their independent opinions on this, and Guangdong Xinda law firm issued a legal opinion.
13. On August 2, 2021, the 66th meeting of the seventh board of directors The 26th meeting of the 7th board of supervisors deliberated and adopted the proposal on failing to meet the exercise conditions and cancellation of relevant stock options in the third exercise period of the company’s first stock option incentive plan and the proposal on adjusting the exercise price of stock options granted in the first stock option incentive plan. Since the third exercise period of the first phase of the company’s stock option incentive plan did not meet the exercise conditions, 12.908 million stock options corresponding to 2020 exercisable rights of all 526 incentive objects (subject to the cancelled shares of zhongdeng Shenzhen Branch) shall not be exercised and shall be cancelled by the company; Due to the company’s implementation of the 2020 equity distribution plan, the exercise price of the first phase of the stock option incentive plan was adjusted from 8.073 yuan / share to 7.987 yuan / share. The independent directors expressed independent opinions on the issues of failing to meet the exercise conditions and cancellation of relevant stock options in the third exercise period of the first stock option incentive plan of the company and adjusting the exercise price of stock options granted by the first stock option incentive plan, and Guangdong Xinda law firm issued a legal opinion.
14. On January 15, 2022, the 77th meeting of the seventh board of directors The 32nd meeting of the 7th board of supervisors deliberated and adopted the proposal on matters related to the completion of independent exercise in the second exercise period of the first phase of equity incentive plan and the change of registered capital, total share capital and amendment of the articles of association, and the proposal on cancellation of stock options not exercised in the second exercise period of the first phase of stock option incentive plan. The second exercise period of the first phase of the company’s stock option incentive plan expired on January 14, 2022. All 515 incentive objects that can exercise stock options have been exercised. The number of stock options exercised during the exercise period is 12013883, and 887199 stock options granted but not exercised by 164 incentive objects have been cancelled. Among them, two of them are no longer qualified as incentive objects due to resignation and retirement, corresponding to 20000 stock options that meet the exercise conditions, 163 of the original incentive objects correspond to 867199 stock options in the second exercise period of the first stock option incentive plan that do not meet the exercise conditions due to 2019 performance evaluation, and one incentive object coincides with the above-mentioned resigned personnel. The independent directors expressed independent opinions on the cancellation of the company’s stock option incentive plan in the first phase and the stock option not exercised in the second exercise period, and Guangdong Xinda law firm issued a legal opinion.
According to the actual exercise of 12.013883 million shares, the total share capital of the company increased by 12.013883 million shares, from 2928182053 shares to 2940195936 shares.
2、 Details of the company’s stock option exercise this time
(I) fulfillment of exercise conditions of this stock option
On January 26, 2021, the 56th meeting of the 7th board of directors and the 22nd Meeting of the 7th board of supervisors deliberated and adopted the proposal on matters related to the exercise of the second exercise period of the company’s first stock option incentive plan.
(II) exercise time of this stock option
The second exercise period of the company’s first stock option incentive plan is from January 26, 2021 to January 14, 2022. According to the actual situation of independent exercise business, the actual exercise period is from February 1, 2021 to January 14, 2022.
(III) number of people exercising this stock option
517 incentive objects in the second exercise period of the first stock option incentive plan meeting the exercise conditions. As of the disclosure date of this announcement, all of the above incentive objects have been exercised except 2 incentive objects who do not meet the exercise conditions due to resignation and retirement.
(IV) number of stock options exercised this time
The total number of stock options exercisable by 517 incentive objects meeting the exercise conditions in the second exercise period is 12.033883 million. As of the company
