Securities code: 300207 securities abbreviation: Sunwoda Electronic Co.Ltd(300207) Announcement No.: 2022-028 Sunwoda Electronic Co.Ltd(300207)
Announcement on granting class II restricted stocks and stock options to incentive objects
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.
Important content tips:
1. First grant date of class II restricted shares / first grant date of stock options: February 11, 2022 2 2. Number of class II restricted shares granted for the first time: 8.234 million shares
3. Number of stock options granted for the first time: 16.67 million
The grant conditions specified in the Sunwoda Electronic Co.Ltd(300207) 2022 restricted stock and stock option incentive plan (Draft) (hereinafter referred to as the “incentive plan” or “this incentive plan” or “equity incentive plan”) have been fulfilled. According to the authorization of the second extraordinary general meeting of shareholders in 2022 of Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as the “company”), the, 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 approved the proposal on adjusting the list and number of incentive objects of the 2022 restricted stock and stock option incentive plan and the proposal on granting class II restricted stock and stock option to incentive objects, It is determined that February 11, 2022 will be the first granting date of class II restricted shares and the first granting date of stock options, 8.234 million class II restricted shares will be granted to 2248 eligible incentive objects, and 16.67 million stock options will be granted to 1049 eligible incentive objects. The relevant matters are described 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 February 19, 2022, the 23rd board of supervisors on stock incentive plan and restricted management plan of the company deliberated and adopted the proposal on stock option and its implementation 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、 Differences between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders
After the incentive plan was deliberated and approved by the 23rd Meeting of the 5th board of directors and the second extraordinary general meeting of shareholders in 2022, six incentive objects originally deliberated and determined abandoned 6000 restricted shares granted by the 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、 Description of the board of directors on meeting the conditions of the grant, and clear opinions issued by the board of supervisors and independent directors 1. Relevant description of the board of directors on whether the conditions of the grant are met
According to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”), the relevant provisions of the incentive plan and the authorization of the company’s second extraordinary general meeting of shareholders in 2022, the board of Directors believes that the conditions for the first grant specified in the incentive plan have been completed, It is agreed to determine February 11, 2022 as the first granting date of class II restricted shares and the first granting date of stock options, grant 8.234 million class II restricted shares to 2248 eligible incentive objects, and grant 16.67 million stock options to 1049 eligible incentive objects.
2. Relevant explanations of the board of supervisors on whether the grant meets the conditions
(1) The company is not prohibited to implement the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan;
The incentive objects granted by the incentive plan have the qualifications specified in 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”) and other laws, regulations and normative documents, It meets the incentive object conditions specified in the administrative measures and the GEM Listing Rules of Shenzhen Stock Exchange (revised in 2020) (hereinafter referred to as the “Listing Rules”), meets the incentive object scope specified in the company’s incentive plan and its abstract, and its subject qualification as the incentive object of the company’s plan is legal and effective.
The granting conditions stipulated in the company’s restricted stock and stock option incentive plan in 2022 have been met.
(2) The board of supervisors of the company checked the first grant date of class II restricted shares and the first authorization date of stock options in the incentive plan, and considered that the first grant date and the first authorization date were in line with the relevant provisions on the grant date and authorization date in the administrative measures and the incentive plan and its summary.
In conclusion, the board of supervisors unanimously agreed to 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 stock options.
3. Relevant explanations of independent directors on whether the grant meets the conditions
(1) According to the authorization of the company’s second extraordinary general meeting in 2022, the board of directors determined that the grant date of class II restricted shares and the first authorization date of stock options in the incentive plan of the company were February 11, 2022. The first grant date and the first authorization date were in line with the administrative measures and other laws and regulations, as well as the relevant provisions on the grant date and authorization date in the incentive plan of the company.
(2) The company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures and other laws, regulations and normative documents. The company has the subject qualification to implement the equity incentive plan.
(3) The incentive objects granted by this incentive plan have the qualifications specified in the company law, securities law and other laws, regulations and normative documents, meet the conditions of incentive objects specified in the administrative measures and listing rules, and meet the scope of incentive objects specified in the company’s incentive plan and its abstract, Its subject qualification as the incentive object of the company’s restricted stock and stock option incentive plan in 2022 is legal and effective.
(4) The company has no plans or arrangements to provide loans, loan guarantees or other financial assistance to incentive objects.
(5) The company’s implementation of this incentive plan is conducive to further improve the corporate governance structure, establish and improve the company’s incentive and restraint mechanism, enhance the company’s management team and business backbone’s sense of responsibility and mission for the sustainable and healthy development of the company, is conducive to the sustainable development of the company, and will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders.
To sum up, we believe that the granting conditions stipulated in the incentive plan of the company have been met. We agree to grant 8.234 million class II restricted shares to 2248 eligible incentive objects and 16.67 million stock options to 1049 eligible incentive objects on February 11, 2022 as the first grant date of class II restricted shares and the first grant date of stock options.
4、 Grant related information
1. First grant date of class II restricted shares / first grant date of stock options: February 11, 2022. 2. Number of granted shares: the number of restricted shares of class II granted for the first time is 8.234 million shares, accounting for 95.9226% of the total number of restricted shares granted after the adjustment of the incentive plan, and about 0.4790% of the total share capital of the company on the announcement date of the draft incentive plan; 16.67 million stock options were granted for the first time, accounting for 97.0879% of the total stock options granted after the adjustment of the incentive plan, and about 0.9698% of the total share capital of the company at the time of announcement of the draft incentive plan.
3. Number of persons granted: 2248 class II restricted shares; 1049 people have stock options.
4. Grant price / exercise price: the grant price of class II restricted stock is 19.60 yuan / share, and the exercise price of stock option is 39.19 yuan / share.
5. Stock source: the company issues A-share common stock to the incentive object.
6. Validity period, vesting / exercise period and vesting / exercise arrangement of the incentive plan
(1) The validity period of this incentive plan is from the first grant date of class II restricted shares / the first grant date of stock options to the date when all the class II restricted shares / stock options granted to the incentive object are vested / exercised or invalidated / cancelled, with a maximum of 48 months.
(2) The second type of restricted stock / stock option granted by the incentive plan shall be vested / exercised in batches according to the agreed proportion after the incentive object meets the vesting / exercise conditions, and the vesting date / exercise date must be the trading day. However, the following periods shall not be vested / exercised:
a. Within 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
b. Within 10 days before the announcement of the company’s quarterly report, performance forecast and performance express;
c. From the date of major events that may have a great impact on the trading price of the company’s shares and derivatives or the date of entering the decision-making process to the date of disclosure according to law;
d. Other periods prescribed by the CSRC and the stock exchange.
The ownership arrangement of each batch of class II restricted shares granted for the first time in the incentive plan is shown in the table below:
Ownership arrangement ownership time ownership proportion
The first vesting period starts from the first trading day after 12 months from the date of the first grant to the last trading day within 24 30% months from the date of the first grant
The second vesting period starts from the first trading day after 24 months from the date of the first grant to the last trading day within 36 30% months from the date of the first grant
The third vesting period is from the first trading day after 36 months from the date of the first grant to the last trading day within 48 40% months from the date of the first grant
The exercise arrangement of each batch of stock options granted for the first time in this incentive plan is shown in the table below:
Exercise arrangement exercise time exercise proportion
The first exercise period starts from the first trading day after 12 months from the date of the first authorization to the last trading day within 24 months from the 30% date of the first authorization
From the first day of the first trading period to the second day of the month after the last day of the first trading period
The third exercise period starts from the first trading day after 36 months from the date of the first authorization to the last trading day within 48 months from the date of 40% of the first authorization
