Securities code: 300207 securities abbreviation: Sunwoda Electronic Co.Ltd(300207) Announcement No.: 2022-027 Sunwoda Electronic Co.Ltd(300207)
On adjusting the incentive plan of restricted shares and stock options in 2022
Announcement of list of incentive objects and number of awards
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as “the company”) held the 25th meeting of the 5th board of directors and the 25th meeting of the 5th board of supervisors on February 11, 2022, deliberated and adopted the proposal on adjusting the list of incentive objects and the number of grants of the restricted stock and stock option incentive plan in 2022. Now the relevant matters are explained as follows:
1、 Relevant approval procedures performed
1. On January 19, 2022, the company held the 23rd Meeting of the 5th board of directors, deliberated and adopted the proposal on the company’s 2022 restricted stock and stock option incentive plan (Draft) and its summary, and the proposal on the company’s assessment and management measures for the implementation of 2022 restricted stock and stock option incentive plan The independent directors of the company expressed independent opinions on the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock and stock option incentive plan in 2022.
2. On January 19, 2022, the company held the 23rd Meeting of the 5th board of supervisors, deliberated and adopted the proposal on the company’s restricted stock and stock option incentive plan in 2022 (Draft) and its summary, and the proposal on the company’s measures for the assessment and management of the implementation of restricted stock and stock option incentive plan in 2022 Proposal on verifying the list of incentive objects of the company’s restricted stock and stock option incentive plan in 2022. 3. From January 20, 2022 to January 30, 2022, the company publicized the names and positions of the list of incentive objects to be granted on the company’s internal website. During the publicity period, the board of supervisors of the company did not receive any objection related to the proposed incentive objects of the incentive plan. On February 7, 2022, the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects of the 2022 restricted stock and stock option incentive plan.
4. On February 11, 2022, the company held the second extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on the company’s incentive plan for restricted stocks and stock options in 2022 (Draft) and its summary, and the proposal on the company’s assessment management measures for the implementation of incentive plan for restricted stocks and stock options in 2022 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock and stock option incentive plan in 2022, and disclosed the self inspection report on the trading of the company’s shares by insiders with inside information about the restricted stock and stock option incentive plan in 2022.
5. On February 11, 2022, the company held the 25th meeting of the 5th board of directors and the 25th meeting of the 5th board of supervisors, and deliberated and adopted the proposal on adjusting the list of incentive objects and the number of awards of the 2022 restricted stock and stock option incentive plan and the proposal on granting the second type of restricted stock and stock option to incentive objects, The independent directors of the company expressed independent opinions on relevant matters, and the board of supervisors verified the list of incentive objects granted by the restricted stock and stock option incentive plan in 2022 and the granting arrangements.
2、 Description of adjustment items
Whereas, in the list of incentive objects determined by the Sunwoda Electronic Co.Ltd(300207) 2022 restricted stock and stock option incentive plan (Draft) (hereinafter referred to as “incentive plan” or “this incentive plan”), 6 incentive objects give up 6000 restricted shares granted by this incentive plan due to resignation or personal reasons, Ten incentive objects give up 20000 stock options granted by the incentive plan due to resignation or personal reasons. Therefore, the company will adjust the number of incentive objects granted by the incentive plan and the total amount of restricted stocks and stock options granted. According to the authorization of the company’s second extraordinary general meeting in 2022, the company held the 25th meeting of the Fifth Board of directors and the 25th meeting of the Fifth Board of supervisors on February 11, 2022, and deliberated and adopted the proposal on adjusting the list of incentive objects and the number of grants of the 2022 restricted stock and stock option incentive plan, Adjust the list and number of incentive objects granted in the incentive plan. The number of incentive objects was adjusted from 3306 to 3290, the number of restricted shares granted for the first time was adjusted from 8.24 million to 8.234 million, the number of stock options granted for the first time was adjusted from 16.69 million to 16.67 million, and the reserved number remained unchanged.
In addition to the above adjustments, the incentive plan implemented by the company this time is consistent with the incentive plan deliberated and adopted at the second extraordinary general meeting of shareholders in 2022.
3、 Impact of this adjustment on the company
This adjustment complies with the relevant provisions of the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the incentive plan. The company’s adjustment of the list of incentive objects and the number of awards granted under the restricted stock and stock option incentive plan in 2022 will not have a material impact on the company’s financial status and operating results.
4、 Opinions of independent directors
The company’s adjustment of the list of incentive objects and the number of incentives granted in this incentive plan complies with the relevant provisions of the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the administrative measures and other laws, regulations and normative documents, and has performed the necessary review procedures.
This adjustment is within the scope of authorization of the company’s second extraordinary general meeting of shareholders in 2022. The adjustment procedure is legal and compliant, and there is no damage to the interests of the company and shareholders. After this adjustment, the number of incentive objects was adjusted from 3306 to 3290, the number of restricted shares granted for the first time was adjusted from 8.24 million to 8.234 million, the number of stock options granted for the first time was adjusted from 16.69 million to 16.67 million, and the reserved number remained unchanged. In addition to the above adjustments, the incentive plan implemented by the company this time is consistent with the incentive plan deliberated and adopted at the second extraordinary general meeting of shareholders in 2022.
To sum up, the independent directors unanimously agree to adjust the list of incentive objects and the number of incentives granted in this incentive plan.
5、 Verification opinions of the board of supervisors on the list of incentive objects on the grant date
1. Among the 3306 incentive objects determined in the incentive plan, 6 incentive objects give up 6000 restricted shares granted by the incentive plan due to resignation or personal reasons, and 10 incentive objects give up 20000 stock options granted by the incentive plan due to resignation or personal reasons. The board of directors of the company shall, in accordance with the authorization of the general meeting of shareholders, Adjust the equity shares abandoned by the above 16 incentive objects.
After the adjustment, the number of incentive objects was adjusted from 3306 to 3290, the number of restricted shares granted for the first time was adjusted from 8.24 million to 8.234 million, the number of stock options granted for the first time was adjusted from 16.69 million to 16.67 million, and the reserved number remained unchanged. In addition to the above adjustments, the incentive plan implemented by the company this time is consistent with the incentive plan deliberated and adopted at the second extraordinary general meeting of shareholders in 2022.
The above adjustment items comply with the requirements of relevant laws and regulations such as the management measures and the relevant provisions of the company’s incentive plan, and there is no damage to the interests of the company and shareholders.
2. The incentive objects of class II restricted shares and stock options granted by the incentive plan do not have the circumstances that they shall not become incentive objects as stipulated in Article 8 of the administrative measures:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Having the circumstances stipulated in the company law that they are not allowed to serve as directors and senior managers of the company;
(5) Circumstances under which it is prohibited to participate in equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
3. The incentive objects involved in the incentive plan are some directors and senior managers of the company, as well as middle-level managers and core technology (business) backbone (including holding subsidiaries) that the board of directors of the Company deems necessary to be encouraged. The incentive objects do not include independent directors and supervisors; Shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children do not participate in the incentive plan.
The incentive objects involved in this incentive plan include some foreign employees, mainly because the foreign incentive objects of the company play an important role in the company’s strategic development, operation and management, technology research and development, project construction, business expansion and corporate culture construction. Through this incentive plan, the construction of the company’s core talent team will be further promoted, which is in line with the actual situation and development needs of the company, It is conducive to the implementation of the company’s transformation and upgrading strategic objectives, the long-term healthy and sustainable development of the company and the maintenance of the long-term interests of the company’s shareholders.
4. The personnel on the list of incentive objects granted by the incentive plan comply with the qualifications specified in the company law, securities law and other laws, regulations and normative documents, as well as the articles of association of Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as the “articles of association”), and comply with the management measures The incentive object conditions stipulated in the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) (hereinafter referred to as the “Listing Rules”) and other laws, regulations and normative documents meet the incentive object conditions stipulated in the company’s incentive plan.
To sum up, the board of supervisors agrees with the list of incentive objects granted by the company in this incentive plan (after adjustment), and agrees that the company will grant 8.234 million class II restricted shares to 2248 eligible incentive objects and 16.67 million stock options to 1049 eligible incentive objects with February 11, 2022 as the first grant date of class II restricted shares and the first grant date of stock options.
6、 Legal opinions issued by lawyers
The lawyer of Guangdong Xinda law firm believes that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization for this adjustment and this grant at this stage; This adjustment and this grant comply with the management measures and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association and incentive plan; This grant still needs to fulfill the obligation of information disclosure and handle the grant registration according to law.
7、 Opinion of independent financial advisor
As an independent financial consultant, Shanghai Rongzheng Investment Consulting Co., Ltd. believes that as of the date of issuance of this report, Sunwoda Electronic Co.Ltd(300207) the adjustment of the list of incentive objects of this incentive plan and the total amount of class II restricted stocks / stock options granted is in line with the relevant provisions of the administrative measures, the company’s incentive plan and its summary, and there is no situation damaging the interests of the company’s shareholders. The adjusted incentive objects meet the incentive object conditions specified in the administrative measures, listing rules, incentive plan and its abstract and other relevant documents, and they are legal and effective as the incentive objects of this incentive plan.
8、 Documents for future reference:
1. Resolution of the 25th meeting of the 5th board of directors of the company.
2. Resolution of the 25th meeting of the 5th board of supervisors of the company.
3. Independent directors’ independent opinions on matters related to the 25th meeting of the Fifth Board of directors.
4. Verification opinions of the board of supervisors on the list of incentive objects of the restricted stock and stock option incentive plan in 2022 (grant date).
5. Legal opinion of Guangdong Xinda law firm on the adjustment and initial grant of restricted stock and stock option incentive plan in Sunwoda Electronic Co.Ltd(300207) 2022.
6. Independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on matters related to the adjustment and grant of Sunwoda Electronic Co.Ltd(300207) 2022 restricted stock and stock option incentive plan. It is hereby announced.
Sunwoda Electronic Co.Ltd(300207) board of directors
February 11, 2022
