Guangzhou Metro Design & Research Institute Co., Ltd.
Announcement on the Fulfillment of Exercise Conditions for the First Exercise Period of Stock Options under the 2023 Restricted Stock and Stock Option Incentive Plan
The Company and all members of the Board of Directors guarantee the content of the information disclosure is true, accurate, and complete, and that there are no false records, misleading statements, or material omissions.
Special Reminder:
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The number of eligible employees for this exercise is 342, and the number of exercisable stock options is 11.17853 million, with an exercise price of ¥14.81 per share (adjusted).
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This exercise adopts the self-exercise mode.
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If all exercisable stock options are exercised, the company's shares will still meet listing conditions.
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This exercise is subject to the completion of procedures by relevant departments, and an announcement will be made separately upon completion.
Guangzhou Metro Design & Research Institute Co., Ltd. (hereinafter referred to as the "Company") held the 17th meeting of the Third Board of Directors on June 12, 2026, and approved the "Proposal on the Fulfillment of Conditions for the First Vesting Period of Restricted Shares and the First Exercise Period of Stock Options under the 2023 Restricted Stock and Stock Option Incentive Plan." This proposal has been reviewed and approved by the Board's Audit Committee, and the Remuneration and Assessment Committee has issued a letter of consent. As authorized by the Company's Second Extraordinary General Meeting of Shareholders in 2024, this proposal does not require submission to the shareholders' meeting for deliberation. The relevant matters are hereby announced as follows:
I. Procedures Completed for this Incentive Plan
(I) On November 10, 2023, the Company held the 16th meeting of the Second Board of Directors, which reviewed and approved the "Proposal on the 2023 Restricted Stock and Stock Option Incentive Plan (Draft) and its Summary," the "Proposal on the Management Measures for the 2023 Restricted Stock and Stock Option Incentive Plan," the "Proposal on the Performance Appraisal Management Measures for the Implementation of the 2023 Restricted Stock and Stock Option Incentive Plan," and the "Proposal on Authorizing the Shareholders' Meeting to Authorize the Board of Directors to Handle Matters Related to the 2023 Restricted Stock and Stock Option Incentive Plan," among others. The independent directors of the Company issued independent opinions on whether this incentive plan is conducive to the Company's sustainable development and whether it harms the interests of the Company and all shareholders. Beijing Zhonglun (Guangzhou) Law Firm issued a legal opinion. On the same day, the Company held the 15th meeting of the Second Supervisory Board, which reviewed and approved the "Proposal on the 2023 Restricted Stock and Stock Option Incentive Plan (Draft) and its Summary," the "Proposal on the Management Measures for the 2023 Restricted Stock and Stock Option Incentive Plan," the "Proposal on the Performance Appraisal Management Measures for the Implementation of the 2023 Restricted Stock and Stock Option Incentive Plan," and the "Proposal on Reviewing the List of Incentive Recipients for the 2023 Restricted Stock and Stock Option Incentive Plan."
(II) From November 13, 2023, to November 22, 2023, the list of incentive recipients for this incentive plan was publicly disclosed on the Company's internal OA system. By the end of the disclosure period, the Company's Supervisory Board had not received any feedback from employees regarding objections to the list of incentive recipients, their qualifications, or related information for this incentive plan. On May 22, 2024, the Company disclosed the "Explanation of the Public Disclosure of the List of Incentive Recipients for the 2023 Restricted Stock and Stock Option Incentive Plan and Review Opinions" (Announcement No.: 2024-032) on the Juchao Information Network (www.cninfo.com.cn, hereinafter referred to as "Juchao Information Network").