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長 城 汽 車 股 份 有 限 公 司
GREAT WALL MOTOR COMPANY LIMITED*
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2333)
ANNOUNCEMENT
ON UNLOCKING AND LISTING OF THE FIRST TRANCHE OF RESTRICTED SHARES UNDER THE FIRST GRANT OF THE 2020 RESTRICTED SHARE AND SHARE OPTION INCENTIVE SCHEME
Reference is made to the 2020 Restricted Shares and Share Options Incentive Scheme (the "2020 Incentive Scheme") of Great Wall Motor Company Limited (the "Company") which became effective on 15 April 2020.
The Company held the seventeenth meeting of the seventh session of the board of Directors (the "Board"), at which the Resolution on the Achievement of the Unlocking Conditions of the First Tranche of Restricted Shares under the First Grant and the Fulfillment of the Exercise Conditions of First Exercise Period of Share Options under the First Grant of the 2020 Restricted Share and Share Option Incentive Scheme of the Company was considered and approved. Pursuant to the above resolution, the Board is of the view that the unlocking conditions of the first tranche of restricted shares under the first grant of the 2020 Incentive Scheme of the Company have been achieved. According to the authorisation of the Company's general meeting, the Company is authorised to handle the matters relating to the unlocking of restricted shares in accordance with the relevant requirements of the 2020 Incentive Scheme. The relevant matters are explained as follows:
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EXPLANATION OF THE ACHIEVEMENT OF THE UNLOCKING CONDITIONS OF THE FIRST TRANCHE OF RESTRICTED SHARES UNDER THE FIRST GRANT OF THE 2020 INCENTIVE SCHEME
In accordance with relevant requirements of the 2020 Incentive Scheme, the Board is of the view that the unlocking conditions of the first tranche of restricted shares under the first grant of the Company have been achieved:
Explanation of the achievement of the unlocking conditions of restricted shares:
There is no occurrence of any of the following events on the | As there is no occurrence | |
part of the Company: | of any of the relevant | |
issue of an auditors' report with adverse opinion or which | events on the part of the | |
(1) | Company, the unlocking | |
indicates an inability to give opinion by a certified public | conditions are fulfilled | |
accountant with respect to the financial report of the | ||
Company for its most recent accounting year; | ||
(2) | issue of an auditors' report with adverse opinion or | |
which indicates an inability to give opinion by a certified | ||
public accountant with respect to the internal control of | ||
the financial report of the Company for its most recent | ||
accounting year; | ||
(3) | failure to conduct profit distribution in accordance with | |
laws and regulations, the Articles of Association and | ||
public undertakings during the last 36 months after listing; | ||
(4) | prohibition from implementation of a share incentive | |
scheme by laws and regulations; | ||
(5) | other circumstances determined by the CSRC. | |
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There is no occurrence of any of the following events on the | As there is no occurrence | |||||||||
part of the Participants: | of any of the relevant | |||||||||
events on the part of | ||||||||||
(1) he or she has been determined by any stock exchange as | the | participants, | the | |||||||
an ineligible person in the last 12 months; | unlocking | conditions | are | |||||||
fulfilled | ||||||||||
(2) he or she has been determined by CSRC and its delegated | ||||||||||
agencies as an ineligible person in the last 12 months; | ||||||||||
(3) he or she has been imposed by the CSRC or its delegated | ||||||||||
agencies with administrative penalties or measures | ||||||||||
prohibiting access into the market in the last 12 months | ||||||||||
due to material non-compliance with laws or regulations; | ||||||||||
(4) he or she is prohibited from acting as a Director or a | ||||||||||
member of the senior management as required by the | ||||||||||
Company Law; | ||||||||||
(5) he or she is prohibited from participating in share | ||||||||||
incentive schemes of listed companies as required by laws | ||||||||||
and regulations; | ||||||||||
(6) he or she is under other circumstances determined by the | ||||||||||
CSRC. | ||||||||||
Performance appraisal at company level: | In | 2020, | sales | volume | ||||||
of | automobiles | of | the | |||||||
Selection of | Sales volume | Net profit | Threshold | Company | were | 1.1159 | ||||
performance indicators | million units, and | the | ||||||||
net | profit | attributable to | ||||||||
Weights of performance | 40% | 60% | - | |||||||
shareholders of the listed | ||||||||||
indicators | ||||||||||
company was RMB5.362 | ||||||||||
Combined performance | ∑ (actual value of performance indicator/target | |||||||||
billion. | ||||||||||
coefficient | value of performance indicator) x weight of | |||||||||
performance indicator | Combined | performance | ||||||||
First unlocking period | The sales | The net profit | Combined | c o e f f i c i e n t =1 . 2 3 >1 , | ||||||
volume of | shall not be | performance | meeting the requirements | |||||||
automobiles of | less than | coefficient≥1 | for performance appraisal | |||||||
the Company | RMB4.05 | of the Company | ||||||||
shall not be | billion in 2020 | |||||||||
less than 1.02 | ||||||||||
million units | ||||||||||
in 2020 | ||||||||||
Note: The "net profit" mentioned above refers to the audited net profit | ||||||||||
attributable to Shareholders of the listed company, and the "sales | ||||||||||
volume" mentioned above refers to the audited annual sales volume. | ||||||||||
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Performance appraisal at individual level
The performance appraisal results of the Participants for 2020 are classified into five grades, i.e., A, B, C, D and E. The individual performance appraisal results of the Participants are determined as per the table below:
Whether Qualified | Qualified | Unqualified | ||||||
Appraisal results | A | B | C | D | E | |||
Unlocking proportion | 100% | 0% | ||||||
Of the 281 participants of restricted shares:
- 5 p a r t i c i p a n t s resigned or were re- designated to other positions prior to the expiry of the lock-up period. The Company repurchased and cancelled all of their restricted shares which have been granted but not yet unlocked (the repurchase and cancellation have not been completed for 1 participant);
- The remaining 276 participants have met the requirements o f i n d i v i d u a l performance appraisal and fulfilled the unlocking conditions hereof.
The Board is of the view that the unlocking of restricted shares by the Company is in compliance with the Administrative Measures on Share Incentives of Listed Companies and other relevant laws, regulations and regulatory documents as well as the Articles of Association of Great Wall Motor Company Limited ("Articles of Association") and the 2020 Incentive Scheme, and the unlocking conditions for the first tranche of the restricted shares under the first grant of the 2020 Incentive Scheme have been satisfied. According to the authorisation of the Company's general meeting, the Company is authorised to handle the matters relating to the unlocking of restricted shares in accordance with the relevant requirements of the 2020 Incentive Scheme.
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PARTICIPANTS INVOLVED IN THE UNLOCKING AND THE NUMBER OF RESTRICTED SHARES ELIGIBLE FOR UNLOCKING
Among the 281 participants of restricted shares, 5 participants do not meet the unlocking conditions due to resignation or job re-designation prior to the expiry of the lock-up period. A total of 1,306,100 restricted shares granted to these 5 participants but yet to be unlocked shall be repurchased and cancelled by the Company. As of now, the restricted shares of one of them have not been repurchased and cancelled. The number of participants entitled to the unlocking is 276, and the number of restricted shares under the first grant eligible for unlocking is 23,998,700, accounting for 0.26% of the total share capital of the Company. The details are as follows:
Number of | ||||
Actual | Number of | restricted | ||
shares | ||||
number of | restricted | |||
unlocked | ||||
restricted | shares | |||
Name | Position | and their | ||
shares | eligible for | |||
percentage | ||||
granted | unlocking | |||
in restricted | ||||
(0'000 shares) | (0'000 shares) | |||
shares | ||||
granted (%) | ||||
Hu Shu Jie | Deputy general | 200.00 | 100.00 | 50 |
manager | ||||
Zhao Guo Qing | Deputy general | 138.00 | 69.00 | 50 |
manager | ||||
Xu Hui | Board secretary | 43.00 | 21.50 | 50 |
Director and | ||||
Zheng Chun Lai | general manager | 40.00 | 20.00 | 50 |
of subsidiaries | ||||
Director and | ||||
Zhang De Hui | general manager | 40.00 | 20.00 | 50 |
of subsidiaries | ||||
Director and | ||||
Li Rui Feng | general manager | 126.00 | 63.00 | 50 |
of subsidiaries | ||||
Core management, core technical | 4,220.13 | 2,106.37 | 50 | |
(business) backbone staff (270 people) | ||||
Total | 4,807.13 | 2,399.87 | 50 | |
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- ARRANGEMENT FOR LISTING AND CIRCULATION OF RESTRICTED SHARES TO BE UNLOCKED AND CHANGE IN SHARE CAPITAL STRUCTURE
- The date of listing and circulation of restricted shares to be unlocked: 27 April 2021
- The number of restricted shares to be unlocked for listing and circulation: 23,998,700 shares
- Lock-upand transfer restrictions on the restricted shares of the senior management to be unlocked
- Where a participant is a senior executive of the Company, he/she shall not transfer more than 25% of the total number of shares held by him/her in the Company each year during his/her term of office. He/she shall not transfer the shares held by him/ her in the Company within six months after leaving the Company;
- Where a participant is a senior executive of the Company, if he/she sells shares in the Company within six months after purchasing such shares, or purchases shares in the Company within six months after selling such shares, the gains (if any) therefrom shall belong to the Company and be confiscated by the Board of the Company.
- During the term of this incentive scheme, in the case of any changes in the provisions of the Company Law of the People's Republic of China (the "Company Law"), the Securities Law of the People's Republic of China (the "Securities Law") and other relevant laws, regulations and regulatory documents as well as the Articles of Association relating to the transfer of shares held by the Company's senior management personnel, the affected participants shall comply with the provisions of the amended Company Law, Securities Law and other relevant laws, regulations and regulatory documents as well as Articles of Association when transferring their shares in the Company.
Note: The participants involved in the unlocking of restricted shares do not include the Directors of the Company.
(IV) Changes in the share capital of the Company after the unlocking of the restricted shares
The changes in the shares of the Company after the unlocking are as follows:
Unit: share | |||
Class of securities (Unit: Share(s)) | Before the | Change | After the |
Change | Change | ||
Restricted circulating shares (A shares) | 48,071,300 | -23,998,700 | 24,072,600 |
Unrestricted circulating shares (A shares) | 6,027,729,000 | 23,998,700 | 6,051,727,700 |
H Shares | 3,099,540,000 | 0 | 3,099,540,000 |
Total shares | 9,175,340,300 | 0 | 9,175,340,300 |
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IV. OPINION OF INDEPENDENT NON-EXECUTIVE DIRECTORS
The independent non-executive Directors of the Company expressed their independent opinion that the unlocking arrangement of the Company is in compliance with laws and regulations including the Administrative Measures on Incentive Scheme of Listed Companies and meets the requirements of 2020 Incentive Scheme and Appraisal Measures for Implementation of the 2020 Restricted Share and Share Option Incentive Scheme of Great Wall Motor Company Limited, relevant unlocking conditions have been achieved, the Company's application for unlocking restricted shares for participants complies with relevant requirements, and there is no prejudice on the interests of the Company and shareholders as a whole. As such, the independent non-executive Directors approve the unlocking of the 23,998,700 restricted shares of 276 participants under the first grant of 2020 Incentive Scheme of the Company within the first unlocking period in accordance with relevant requirements.
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OPINION OF THE SUPERVISORY COMMITTEE
The supervisory committee of the Company is of the opinion that the unlocking conditions have been achieved, the qualifications of 276 participants of the restricted shares under the first grant of the 2020 Incentive Scheme are lawful and effective except for certain participants who failed to meet the unlocking conditions due to resignation or job re-designations prior to the expiry of the lock-up period, the unlocking arrangement for all participants under the Incentive Scheme do not violate the requirements of relevant laws and regulations, and the unlocking does not prejudice the interests of the Company and shareholders. The supervisory committee approves the unlocking of the 23,998,700 restricted shares of 276 participants under the first grant of 2020 Incentive Scheme of the Company within the first unlocking period in accordance with relevant regulations.
VI. CONCLUSIVE VIEWS OF THE LEGAL OPINION
Jincheng Tongda & Neal Law Firm, Beijing is of the opinion that the relevant procedures for the unlocking have been performed and the unlocking has fulfilled the required conditions. Therefore, the unlocking is in compliance with the relevant provisions of the Company Law, the Securities Law, the Administrative Measures on Incentive Scheme of Listed Companies and the 2020 Incentive Scheme.
This announcement is available on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk), the website of Shanghai Stock Exchange (www.sse.com.cn) and the website of the Company (www.gwm.com.cn).
By order of the Board
Great Wall Motor Company Limited
Xu Hui
Company Secretary
Baoding, Hebei Province, the PRC, 21 April 2021
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As at the date of this announcement, members of the Board comprise:
Executive Directors: Mr. Wei Jian Jun, Ms. Wang Feng Ying and Ms. Yang Zhi Juan.
Non-executive Director: Mr. He Ping.
Independent Non-executive Directors: Ms. Yue Ying, Mr. Li Wan Jun and Mr. Ng Chi Kit.
- For identification purpose only
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Great Wall Motor Co. Ltd. published this content on 21 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 April 2021 09:41:01 UTC.