Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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
PROPOSED ADOPTION OF THE REVISED RESTRICTED A SHARE AND
A SHARE OPTION INCENTIVE SCHEME
PROPOSED ADOPTION OF THE REVISED INCENTIVE SCHEME
Due to rearrangement of positions of the Company's personnel, the Company has made revisions to the number of the Participants and the total number of Shares to be granted under the 2020 Restricted Shares and Share Option Incentive Scheme as well as the appraisal measures. Meanwhile, affected by the novel coronavirus pneumonia epidemic, the automobile industry and the Company's sales in February were greatly affected, and since tertiary industry was greatly affected by the epidemic and the end of the epidemic remains uncertain, retail sales volume of automobiles in 2020 will decline by 8% year-on-year, representing a decline of 9 percentage points from the forecast of 1% increase in sales volume of automobiles for 2020 at the end of
2019 which is expected by China's Passenger Car Market Information Association (中國乘用車 市場信息聯席會). In view of the severe impact of the automobile industry in 2020, the Company decided to revise the performance appraisal targets under the 2020 Restricted Shares and Share
Option Incentive Scheme.
The epidemic is expected to only affect the Company's operating conditions in 2020, and will not affect the Company's operating conditions in 2021 and 2022. Therefore, the Company makes no adjustment to the performance appraisal targets for the year of 2021 and 2022.
GENERAL
An extraordinary general meeting and class meetings of the Company will be held on 15 April 2020 to consider and approve, amongst other things, proposed adoption of the revised Restricted A Share and A Share Option Incentive Scheme by the Shareholders. The Company has dispatched the revised notice of the extraordinary general meeting, the revised notice of the H Shareholders' Class Meeting to the Shareholders on 13 March 2020 and dispatched the supplemental circular containing further details of the terms of the revised Restricted A Share and A Share Option Incentive Scheme and details of the revised 2020 Restricted Shares and Share Option Incentive Scheme of the Company to the Shareholders no later than 27 March 2020 in accordance with the requirements under the Hong Kong Listing Rules and the Articles of Association.
1
Reference is made to the announcement of Great Wall Motor Company Limited (the "Company" or "Great Wall Motor") dated 30 January 2020, in relation to the proposed adoption of the Restricted A Share and A Share Option Incentive Scheme (the "Announcement") and the circular dated 28 February 2020, in relation to the Restricted A Share and A Share Opotion Incentive Scheme (the "Circular"). Unless otherwise defined, capitalized terms used in this announcement shall have the same meanings as those defined in the Announcement and the Circular.
Due to rearrangement of positions of the Company's personnel, the Company has made revisions to the number of the Participants and the total number of Shares to be granted under the 2020 Restricted Shares and Share Option Incentive Scheme as well as the appraisal measures. Meanwhile, affected by the novel coronavirus pneumonia epidemic, the automobile industry and the Company's sales in February were greatly affected, and since tertiary industry was greatly affected by the epidemic and the end of the epidemic remains uncertain, retail sales volume of automobiles in 2020 will decline by 8% year-on-year, representing a decline of 9 percentage points
from the forecast of 1% increase in sales volume of automobiles for 2020 at the end of 2019 which is expected by China's Passenger Car Market Information Association (中國乘用車市場信息聯
席會). In view of the severe impact of the automobile industry in 2020, the Company decided to revise the performance appraisal targets under the 2020 Restricted Shares and Share Option Incentive Scheme. The epidemic is expected to only affect the Company's operating conditions in 2020, and will not affect the Company's operating conditions in 2021 and 2022. Therefore, the Company makes no adjustment to the performance appraisal targets for the year of 2021 and 2022. The relevant revisions are as follows:
-
REVISIONS TO THE NUMBER OF THE PARTICIPANTS AND THE TOTAL NUMBER OF SHARES TO BE GRANTED
Under the original Incentive Scheme, there are 1,966 Participants (of which 294 are Participants for Restricted Shares and 1,672 are Participants for Share Options) and 178,349,900 Shares to be granted, representing 1.954% of the total share capital of the Company (of which 68,440,900 are Restricted Shares to be granted to the Participants, representing 0.750% of the total share capital of the Company, and 109,909,000 are Share Options to be granted to the Participants, representing 1.204% of the total share capital of the Company).
Under the revised Incentive Scheme, there are 1,958 Participants (of which 290 are Participants for Restricted Shares and 1,668 are Participants for Share Options) and 177,178,200 Shares to be granted, representing 1.941% of the total share capital of the Company (of which 67,420,800 are Restricted Shares to be granted to the Participants, representing 0.739% of the total share capital of the Company, and 109,757,400 are Share Options to be granted to the Participants, representing 1.203% of the total share capital of the Company).
There is a decrease of 8 Participants after the revision as compared to the original Incentive Scheme with no additional Participants.
As a result of the revisions to the number of the Participants and the total number of Shares to be granted, other contents related to the original scheme are adjusted accordingly.
2
1. Revised Restricted Shares Incentive Scheme
- Number of the Shares
The Company intends to grant 67,420,800 Restricted Shares to the Participants, representing 0.739% of the total number of Shares of the Company (i.e. 9,127,269,000 Shares) as at the date of the announcement of the draft of the Incentive Scheme, of which 53,936,600 Restricted Shares will be granted under the first grant, representing 80% of the total number of Restricted Shares may be granted under the Incentive Scheme and 0.591% of the total number of Shares of the Company (i.e. 9,127,269,000 Shares) as at the date of the announcement of the draft of the Incentive Scheme; and 13,484,200 Restricted Shares will be reserved, representing 20% of the total number of Restricted Shares may be granted under the Incentive Scheme and 0.148% of the total number of Shares of the Company (i.e. 9,127,269,000 Shares) as at the date of the announcement of the draft of the Incentive Scheme.
The total funds to be raised from the first grant of the Restricted Shares are estimated to be approximately RMB235,702,900. These proceeds are intended to be used as the general working capital of the Company.
3
- Allocation of the Restricted Shares Granted to the Participants
Percentage | ||||
Number | to the | |||
of the | total number | |||
Restricted | of the | Percentage | ||
Shares | Restricted | to the current | ||
granted | Shares | total number | ||
Name | Position | (0' 000 shares) | granted | of Shares |
Hu Shu Jie# | Deputy General Manager | 200.00 | 2.97% | 0.022% |
Zhao Guo Qing# | Deputy General Manager | 138.00 | 2.05% | 0.015% |
Xu Hui# | Board Secretary | 43.00 | 0.64% | 0.005% |
Liu Yu Xin# | Chief Financial Controller | 25.00 | 0.37% | 0.003% |
Zheng Chun Lai* | Director and general | 40.00 | 0.59% | 0.004% |
manager of subsidiaries | ||||
Zhang De Hui* | Director and general | 40.00 | 0.59% | 0.004% |
manager of subsidiaries | ||||
Li Rui Feng* | Director and general | 126.00 | 1.87% | 0.014% |
manager of subsidiaries | ||||
Core management, core technical (business) | 4,781.66 | 70.92% | 0.524% | |
backbone staff (283 people) | ||||
Reserved Grant | 1,348.42 | 20.00% | 0.148% | |
Total | 6,742.08 | 100.00% | 0.739% | |
- The grantor of connected persons pursuant to Hong Kong regulations: Director or General Manager of the Company's certain significant subsidiaries, who are the connected persons of the Company as defined in the Hong Kong Listing Rules.
- The related parties as defined in the laws and regulations of PRC.
Note:
- The total Shares of the Company to be granted under the Share Incentive Scheme within the validity period to any one of the above-mentioned Participants will not exceed 1% of the total number of Shares of the Company. The total underlying shares of the Company involved under the fully effective Incentive Schemes will not exceed 10% of the total number of Shares of the Company as at the date of the proposal of the Share Incentive Scheme at the general meeting, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting.
- The Participants of the Incentive Scheme exclude the Company's Directors, Supervisors, the Shareholders individually or in aggregate holding 5% or more of the Shares of the Company or the de facto controllers and their spouses, parents or children. The standards for determining the number of Restricted Shares granted to the connected persons are consistent with the standards for determining the number of Restricted Shares granted to the above Participants.
4
2. Revised Share Option Incentive Scheme
- Number of the Shares
The Company intends to grant 109,757,400 Share Options to the Participants, representing approximately 1.203% of the total number of Shares of the Company (i.e. 9,127,269,000 Shares) as at the date of the announcement of the draft of the Incentive Scheme, of which 87,805,900 Share Options will be granted under the first grant, representing 80% of the total number of Share Options may be granted under the Incentive Scheme and approximately 0.962% of the total number of Shares of the Company (i.e. 9,127,269,000 Shares) as at the date of the announcement of the draft of the Incentive Scheme; and 21,951,500 Share Options will be reserved, representing 20% of the total number of Share Options may be granted under the Incentive Scheme and approximately 0.241% of the total number of Shares of the Company (i.e. 9,127,269,000 Shares) as at the date of the announcement of the draft of the Incentive Scheme. Each Share Option has the right to purchase one ordinary A Share at the Exercise Price within the validity period, subject to the exercise conditions.
- Allocation of the Share Option Incentive Scheme
Number | Percentage | ||
of shares | to the total | ||
subject to | number of | ||
the Share | shares subject | Percentage | |
Options to | to the Share | to the current | |
be granted | Options to be | total number | |
Position | (0' 000 shares) | granted | of Shares |
Core management, | |||
core technical (business) | |||
backbone staff | |||
(1,668 people) | 8,780.59 | 80% | 0.962% |
Reserved Grant | 2,195.15 | 20% | 0.241% |
Total | 10,975.74 | 100% | 1.203% |
5
-
REVISIONS TO THE MEASUREMENT OF IMPACT ON THE PERFORMANCE
1. Restricted Shares
Assuming the first grant of Restricted Shares takes place in April 2020, based on the data on 23 January 2020, the total amount of fair value of the equity instruments first granted by the Company to the Participants in the original Incentive Scheme is RMB217,915,700, while such amount is RMB214,667,700 upon revision.
In the original Incentive Scheme, the total cost of 54,752,700 Restricted Shares first granted under the Scheme is RMB217,915,700 and details of amortization from 2020 to
2023 are set out below:
Unit: 0' 000 Currency: RMB
Number of Restricted Shares | Total cost to be | ||||
under the first grant (0' 000 shares) | amortized | 2020 | 2021 | 2022 | 2023 |
5,475.27 | 21,791.57 | 10,411.53 | 8,353.44 | 2,542.35 | 484.26 |
Notes: (1) For the consideration of prudent accounting principle, the cost estimate and amortization above have not taken into consideration the future locking of the Restricted Shares granted.
- The above results do not represent the final accounting costs. The actual accounting costs are related to the actual Grant Date, the Grant Price and the number of grant, as well as the actual effective and lapsed quantities, and the possible dilutive effects are brought to the attention of Shareholders.
- The final result of the above impact on the Company's operating results will be subject to the annual audit report issued by the accounting firm.
The estimate is based on certain parameters and the actual costs of share incentives will vary with parameters as determined by the Board after the Grant Date. The Company will disclose specific accounting methods and the impact on the financial data of the Company in the regular reports of the Company.
6
In the revised Incentive Scheme, the total cost of 53,936,600 Restricted Shares first granted under the Scheme is RMB214,667,700 and details of amortization from 2020 to
2023 are set out below:
Unit: 0' 000 Currency: RMB
Number of Restricted Shares | Total cost to be | ||||
under the first grant | amortized | 2020 | 2021 | 2022 | 2023 |
(0' 000 shares) | (RMB0' 000) | (RMB0' 000) | (RMB0' 000) | (RMB0' 000) | (RMB0' 000) |
5,393.66 | 21,466.77 | 10,256.34 | 8,228.93 | 2,504.46 | 477.04 |
Notes: (1) For the consideration of prudent accounting principle, the cost estimate and amortization above have not taken into consideration the future locking of the Restricted Shares granted.
- The above results do not represent the final accounting costs. The actual accounting costs are related to the actual Grant Date, the Grant Price and the number of grant, as well as the actual effective and lapsed quantities, and the possible dilutive effects are brought to the attention of Shareholders.
- The final result of the above impact on the Company's operating results will be subject to the annual audit report issued by the accounting firm.
The estimate is based on certain parameters and the actual costs of share incentives will vary with parameters as determined by the Board after the Grant Date. The Company will disclose specific accounting methods and the impact on the financial data of the Company in the regular reports of the Company.
7
2. Share Options
In the original Incentive Scheme:
Assuming the first grant of Share Options takes place in April 2020, the Company uses the "Black-Scholes" model to measure the fair value of the Share Options and estimates the fair value of 87,927,200 Share Options first granted by the Company using such model on 23 January 2020. The theoretical value of 87,927,200 Share Options first granted by the Company is RMB125,892,000. The value of the Options in each exercise period is as follows:
Currency: RMB | |||
Total value | |||
Number of | of the Options | ||
Options under | under the | ||
the first grant | Value per | first grant | |
Exercise period | (0' 000) | Option (RMB) | (RMB0' 000) |
First exercise period | 2,930.91 | 1.21 | 3,558.96 |
Second exercise period | 2,930.91 | 1.51 | 4,411.40 |
Third exercise period | 2,930.91 | 1.58 | 4,618.84 |
Selection of specific parameters is as follows:
- Current price of underlying shares: RMB8.35 per share (assuming the closing price of shares on 23 January 2020 is the current price of shares as at the Grant Date);
- Exercise Price of the Share Options: RMB8.73 per share as determined under the Management Measures;
- Valid period: one, two and three years, respectively (based on the period commencing from Grant Date and ending on the first Exercisable Date for each respective period);
- Historical volatility: 43.83%, 39.08% and 34.65%, respectively (the volatility of the Company for the latest one, two and three years before the announcement, respectively; source: Wind database);
- Risk-freerate: 2.18%, 2.48% and 2.59%, respectively (the yield of PRC treasury bond for one, two and three years);
- Dividend yield: 3.47% (the average dividend yield of the Company for the latest 12 months before the announcement of the Incentive Scheme).
Note: The calculation results of the value of the Share Options are subject to a number of assumptions of the parameters used herein and the limitation of the model adopted. Therefore, the estimated value of the Share Options may be subjective and uncertain.
8
In the revised Incentive Scheme:
Assuming the first grant of Share Options takes place in April 2020, the Company uses the "Black-Scholes" model to measure the fair value of the Share Options and estimates the fair value of 87,805,900 Share Options first granted by the Company using such model based on the data on 23 January 2020. The theoretical value of 87,805,900 Share Options first granted by the Company is RMB125,718,300. The value of the Options in each exercise period is as follows:
Currency: RMB | |||
Total value | |||
Number of | of the Options | ||
Options under | under the | ||
the first grant | Value per | first grant | |
Exercise period | (0' 000) | Option (RMB) | (RMB0' 000) |
First exercise period | 2,926.86 | 1.21 | 3,554.05 |
Second exercise period | 2,926.86 | 1.51 | 4,405.31 |
Third exercise period | 2,926.86 | 1.58 | 4,612.47 |
Selection of specific parameters is as follows:
- Current price of underlying shares: RMB8.35 per share (assuming the closing price of shares on 23 January 2020 is the current price of shares as at the Grant Date);
- Exercise Price of the Share Options: RMB8.73 per share as determined under the Management Measures;
- Valid period: one, two and three years, respectively (based on the period commencing from Grant Date and ending on the first Exercisable Date for each respective period);
- Historical volatility: 43.83%, 39.08% and 34.65%, respectively (the volatility of the Company for the latest one, two and three years before the announcement, respectively; source: Wind database);
- Risk-freerate: 2.18%, 2.48% and 2.59%, respectively (the yield of PRC treasury bond for one, two and three years);
- Dividend yield: 3.47% (the average dividend yield of the Company for the latest 12 months before the announcement of the Incentive Scheme).
Note: The calculation results of the value of the Share Options are subject to a number of assumptions of the parameters used herein and the limitation of the model adopted. Therefore, the estimated value of the Share Options may be subjective and uncertain.
9
In the original Incentive Scheme, the total cost of 87,927,200 Share Options first granted is RMB125,892,000 and details of amortization from 2020 to 2023 are set out below:
Currency: RMB | Unit: 0' 000 | ||||
Amortized cost of the Share | |||||
Options under the first grant | 2020 | 2021 | 2022 | 2023 | |
12,589.20 | 4,869.51 | 4,931.63 | 2,274.85 | 513.20 | |
In the revised Incentive Scheme, the total cost of 87,805,900 Share Options first granted is RMB125,718,300 and details of amortization from 2020 to 2023 are set out below:
Currency: RMB | Unit: 0' 000 | ||||
Amortized cost of the Share | |||||
Options under the first grant | 2020 | 2021 | 2022 | 2023 | |
12,571.83 | 4,862.79 | 4,924.83 | 2,271.71 | 512.50 | |
10
-
REVISIONS TO THE PERFORMANCE APPRAISAL TARGETS
1. Restricted Shares
Before revisions: the unlocking appraisal period of the Incentive Scheme covers three accounting years from 2020 to 2022. Whether the performance appraisal indicators at company level are up to standards shall be determined according to the value of the combined performance coefficient in each performance appraisal year. The annual performance appraisal targets of the Restricted Shares under first grant are as follows:
Selection of performance indicators | Sales volume | Net profit | Threshold | |
Weights of performance indicators | 65% | 35% | - | |
Combined performance coefficient | Σ (actual value of performance indicator/target value of performance indicator) × | |||
weight of performance indicator | ||||
First Unlocking Period | The sales volume of | The net profit shall not be | Combined performance | |
automobiles of the | less than RMB4.7 billion | coefficient ≥1 | ||
Company shall not be less | in 2020 | |||
than 1.11 million units in | ||||
2020 | ||||
Second Unlocking Period | The sales volume of | The net profit shall not be | Combined performance | |
automobiles of the | less than RMB5.0 billion | coefficient ≥1 | ||
Company shall not be less | in 2021 | |||
than 1.21 million units in | ||||
2021 | ||||
Third Unlocking Period | The sales volume of | The net profit shall not be | Combined performance | |
automobiles of the | less than RMB5.5 billion | coefficient ≥1 | ||
Company shall not be less | in 2022 | |||
than 1.35 million units in | ||||
2022 | ||||
11
The annual performance appraisal targets of the reserved Restricted Shares are as follows:
Selection of performance indicators | Sales volume | Net profit | Threshold |
Weights of performance indicators | 65% | 35% | - |
First Unlocking Period | The sales volume of | The net profit shall not be | Combined performance |
automobiles of Company | less than RMB5.0 billion | coefficient ≥1 | |
shall not be less than 1.21 | in 2021 | ||
million units in 2021 | |||
Second Unlocking Period | The sales volume of | The net profit shall not be | Combined performance |
automobiles of the | less than RMB5.5 billion | coefficient ≥1 | |
Company shall not be less | in 2022 | ||
than 1.35 million units in | |||
2022 | |||
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.
If the combined performance coefficient of the Company is ≥ 1, the performance appraisal indicators at company level are up to standards and the number of Restricted Shares held by the Participants that may be unlocked in each Unlocking Period will be determined according to the performance appraisal result at individual level; if the performance appraisal indicators of the Company are not up to standards, all Restricted Shares held by the Participants that are planned to be unlocked in relevant appraisal year shall not be unlocked and shall be repurchased and cancelled by the Company.
If any condition of unlock cannot be satisfied in any unlock period within the Validity Period of the Incentive Scheme, such portion of the Restricted Shares which may be unlocked in such current unlock period cannot be deferred to the next year and will be repurchased and cancelled by the Company.
12
After revisions: the unlocking appraisal period of the Incentive Scheme covers three accounting years from 2020 to 2022. Whether the performance appraisal indicators at company level are up to standards shall be determined according to the value of the combined performance coefficient in each performance appraisal year. The annual performance appraisal targets of the Restricted Shares under first grant are as follows:
Selection of performance indicators | Sales volume | Net profit | Threshold | |
Weights of performance indicators | 40% | 60% | - | |
Combined performance coefficient | Σ (actual value of performance indicator/target value of performance indicator) × | |||
weight of performance indicator | ||||
First Unlocking Period | The sales volume of | The net profit shall not be | Combined performance | |
automobiles of the | less than RMB4.05 billion | coefficient ≥1 | ||
Company shall not be less | in 2020 | |||
than 1.02 million units in | ||||
2020 | ||||
Second Unlocking Period | The sales volume of | The net profit shall not be | Combined performance | |
automobiles of the | less than RMB5.0 billion | coefficient ≥1 | ||
Company shall not be less | in 2021 | |||
than 1.21 million units in | ||||
2021 | ||||
Third Unlocking Period | The sales volume of | The net profit shall not be | Combined performance | |
automobiles of the | less than RMB5.5 billion | coefficient ≥1 | ||
Company shall not be less | in 2022 | |||
than 1.35 million units in | ||||
2022 | ||||
13
The annual performance appraisal targets of the reserved Restricted Shares are as follows:
Selection of performance indicators | Sales volume | Net profit | Threshold |
Weights of performance indicators | 40% | 60% | - |
First Unlocking Period | The sales volume of | The net profit shall not be | Combined performance |
automobiles of Company | less than RMB5.0 billion | coefficient ≥1 | |
shall not be less than 1.21 | in 2021 | ||
million units in 2021 | |||
Second Unlocking Period | The sales volume of | The net profit shall not be | Combined performance |
automobiles of the | less than RMB5.5 billion | coefficient ≥1 | |
Company shall not be less | in 2022 | ||
than 1.35 million units in | |||
2022 | |||
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.
If the combined performance coefficient of the Company is ≥ 1, the performance appraisal indicators at company level are up to standards and the number of Restricted Shares held by the Participants that may be unlocked in each Unlocking Period will be determined according to the performance appraisal result at individual level; if the performance appraisal indicators of the Company are not up to standards, all Restricted Shares held by the Participants that are planned to be unlocked in relevant appraisal year shall not be unlocked and shall be repurchased and cancelled by the Company.
If any condition of unlock cannot be satisfied in any unlock period within the Validity Period of the Incentive Scheme, such portion of the Restricted Shares which may be unlocked in such current unlock period cannot be deferred to the next year and will be repurchased and cancelled by the Company.
14
2. Share Options
Original scheme: the Share Options granted under the Incentive Scheme are subject to appraisal and shall be exercised once a year during the exercising period of three accounting years. The exercising of the Share Options is conditional on the satisfaction of performance appraisal targets.
The exercising appraisal period of the Incentive Scheme covers three accounting years from 2020 to 2022. Whether the performance appraisal indicators at company level are up to standards shall be determined according to the value of the combined performance coefficient in each performance appraisal year. The annual performance appraisal targets of the Share Options under the first grant are as follows:
Selection of performance indicators | Sales volume | Net profit | Threshold | |
Weights of performance indicators | 65% | 35% | - | |
Combined performance coefficient | Σ (actual value of performance indicator/target value of performance indicator) × | |||
weight of performance indicator | ||||
First exercise period | The sales volume of | The net profit shall not be | Combined performance | |
automobiles of the | less than RMB4.7 billion | coefficient ≥1 | ||
Company shall not be less | in 2020 | |||
than 1.11 million units in | ||||
2020 | ||||
Second exercise period | The sales volume of | The net profit shall not be | Combined performance | |
automobiles of the | less than RMB5.0 billion | coefficient ≥1 | ||
Company shall not be less | in 2021 | |||
than 1.21 million units in | ||||
2021 | ||||
Third exercise period | The sales volume of | The net profit shall not be | Combined performance | |
automobiles of the | less than RMB5.5 billion | coefficient ≥1 | ||
Company shall not be less | in 2022 | |||
than 1.35 million units in | ||||
2022 | ||||
15
The annual performance appraisal targets of the reserved Share Options are as follows:
Selection of performance indicators | Sales volume | Net profit | Threshold |
Weights of performance indicators | 65% | 35% | - |
First exercise period | The sales volume of | The net profit shall not be | Combined performance |
automobiles of the | less than RMB5.0 billion | coefficient ≥1 | |
Company shall not be less | in 2021 | ||
than 1.21 million units in | |||
2021 | |||
Second exercise period | The sales volume of | The net profit shall not be | Combined performance |
automobiles of the | less than RMB5.5 billion | coefficient ≥1 | |
Company shall not be less | in 2022 | ||
than 1.35 million units in | |||
2022 | |||
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.
If the combined performance coefficient of the Company is ≥ 1, the performance appraisal indicators at company level are up to standards and the number of Share Options held by the Participants that may be exercised in each exercising period will be determined according to the performance appraisal result at individual level; if the performance appraisal indicators of the Company are not up to standards, all Share Options held by the Participants that are can be exercised in relevant appraisal year shall not be exercised and shall be cancelled by the Company.
If any Exercise Conditions cannot be satisfied in any exercise period within the Validity Period of the Incentive Scheme, such portion of the Share Options which may be exercisable in such current exercise period cannot be deferred to the next year to exercise. All such Share Options will be cancelled by the Company.
16
After revisions: the Share Options granted under the Incentive Scheme are subject to appraisal and shall be exercised once a year during the exercising period of three accounting years. The exercising of the Share Options is conditional on the satisfaction of performance appraisal targets.
The exercising appraisal period of the Incentive Scheme covers three accounting years from 2020 to 2022. Whether the performance appraisal indicators at company level are up to standards shall be determined according to the value of the combined performance coefficient in each performance appraisal year. The annual performance appraisal targets of the Share Options under the first grant are as follows:
Selection of performance indicators | Sales volume | Net profit | Threshold | |
Weights of performance indicators | 40% | 60% | - | |
Combined performance coefficient | Σ (actual value of performance indicator/target value of performance indicator) × | |||
weight of performance indicator | ||||
First exercise period | The sales volume of | The net profit shall not be | Combined performance | |
automobiles of the | less than RMB4.05 billion | coefficient ≥1 | ||
Company shall not be less | in 2020 | |||
than 1.02 million units in | ||||
2020 | ||||
Second exercise period | The sales volume of | The net profit shall not be | Combined performance | |
automobiles of the | less than RMB5.0 billion | coefficient ≥1 | ||
Company shall not be less | in 2021 | |||
than 1.21 million units in | ||||
2021 | ||||
Third exercise period | The sales volume of | The net profit shall not be | Combined performance | |
automobiles of the | less than RMB5.5 billion | coefficient ≥1 | ||
Company shall not be less | in 2022 | |||
than 1.35 million units in | ||||
2022 | ||||
17
The annual performance appraisal targets of the reserved Share Options are as follows:
Selection of performance indicators | Sales volume | Net profit | Threshold |
Weights of performance indicators | 40% | 60% | - |
First exercise period | The sales volume of | The net profit shall not be | Combined performance |
automobiles of the | less than RMB5.0 billion | coefficient ≥1 | |
Company shall not be less | in 2021 | ||
than 1.21 million units in | |||
2021 | |||
Second exercise period | The sales volume of | The net profit shall not be | Combined performance |
automobiles of the | less than RMB5.5 billion | coefficient ≥1 | |
Company shall not be less | in 2022 | ||
than 1.35 million units in | |||
2022 | |||
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.
If the combined performance coefficient of the Company is ≥ 1, the performance appraisal indicators at company level are up to standards and the number of Share Options held by the Participants that may be exercised in each exercising period will be determined according to the performance appraisal result at individual level; if the performance appraisal indicators of the Company are not up to standards, all Share Options held by the Participants that are can be exercised in relevant appraisal year shall not be exercised and shall be cancelled by the Company.
If any Exercise Conditions cannot be satisfied in any exercise period within the Validity Period of the Incentive Scheme, such portion of the Share Options which may be exercisable in such current exercise period cannot be deferred to the next year to exercise. All such Share Options will be cancelled by the Company.
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THE INDEPENDENT FINANCIAL ADVISER'S CONFIRMATION
Gram Capital reviewed the updated/revised information of the Incentive Scheme as contained in this announcement and confirmed that their opinion and recommendation in respect of the Connected Grant as contained in the "Letter from Gram Capital" in the Circular remain unchanged.
DIRECTORS' CONFIRMATION
The Directors (including the independent non-executive Directors) are of the view that the proposed adoption of the revised Share Option Incentive Scheme, the revised appraisal measures are in the best interests of the Company and the Shareholders as a whole.
GENERAL
An extraordinary general meeting and class meetings of the Company will be held on 15 April 2020 to consider and approve, amongst other things, proposed adoption of the revised Restricted A Share and A Share Option Incentive Scheme by the Shareholders. The Company has dispatched the revised notice of the extraordinary general meeting, the revised notice of the H Shareholders' Class Meeting to the Shareholders on 13 March 2020 and dispatched the supplemental circular containing details of the terms of the revised Restricted A Share and A Share Option Incentive Scheme and details of revised 2020 Restricted Shares and Share Option Incentive Scheme of the Company to the Shareholders no later than 27 March 2020 in accordance with the requirements under the Hong Kong Listing Rules and the Articles of Association.
By order of the Board
Great Wall Motor Company Limited
Xu Hui
Company Secretary
Baoding, Hebei Province, the PRC, 13 March 2020
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: Mr. Ma Li Hui, 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 13 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 March 2020 09:47:01 UTC