Securities code: 300487 securities abbreviation: Sunresin New Materials Co.Ltd Xi’An(300487) Announcement No.: 2022-015
Bond Code: 123027 bond abbreviation: Lanxiao convertible bond
Sunresin New Materials Co.Ltd Xi’An(300487)
Announcement on matters related to the adjustment of the restricted stock incentive plan in 2021
The information disclosed by the board of directors is not accurate, misleading or complete.
Sunresin New Materials Co.Ltd Xi’An(300487) (hereinafter referred to as the “company”), the 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”) and its abstract, the measures for the administration of the implementation and assessment of the 2021 restricted stock incentive plan The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and other relevant proposals have been deliberated and adopted by the fourth extraordinary general meeting of shareholders of the company in 2021. According to the authorization of the general meeting of shareholders, the company held the 11th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors on February 11, 2022, and deliberated and adopted the proposal on matters related to the adjustment of the restricted stock incentive plan in 2021. The relevant information is hereby announced as follows:
1、 Relevant approval procedures for 2021 restricted stock incentive plan
1. On November 25, 2021, the company held the 8th meeting of the 4th board of directors, deliberated and adopted the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s 2021 restricted stock incentive plan implementation assessment management measures The independent directors of the company expressed their independent opinions on relevant matters, such as the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
2. On November 25, 2021, the company held the 7th Meeting of the 4th board of supervisors, deliberated and adopted the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s 2021 restricted stock incentive plan implementation assessment management measures Proposal on verifying the verification opinions of the company on the list of incentive objects of the restricted stock incentive plan in 2021. The board of supervisors of the company checked and issued opinions on relevant matters of the 2021 restricted stock incentive plan (hereinafter referred to as the “incentive plan”).
3. On November 26, 2021, the name and position of the incentive object to be granted the incentive plan for the first time will be publicized through the company’s internal bulletin board. The publicity period is from November 26, 2021 to December 8, 2021
During the period, the board of supervisors of the company did not receive any objection to the list of incentive objects. On December 9, 2021, the company published the notice of the board of supervisors on the publicity and verification opinions on the list of the first awarding objects of the restricted stock incentive plan in 2021 on cninfo.com.
4. On December 16, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company’s measures for the assessment and management of the implementation of the restricted stock incentive plan in 2021 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and other relevant proposals. On the same day, it disclosed the self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2021.
5. On February 11, 2022, the company held the 11th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors, deliberated and adopted the proposal on adjusting matters related to the 2021 restricted stock incentive plan and the proposal on granting restricted shares to the incentive objects of the 2021 restricted stock incentive plan for the first time. The independent directors of the company expressed their independent opinions on relevant matters, and the board of supervisors of the company verified the list of incentive objects granted for the first time by the restricted stock incentive plan in 2021 and issued verification opinions.
2、 Description of this adjustment
1. In accordance with the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2021, the incentive plan (Draft) and other relevant provisions, in view of the fact that three incentive objects voluntarily give up all the restricted shares to be granted to them by the company due to resignation or other personal reasons, the board of directors of the company shall, in accordance with the authorization of the fourth extraordinary general meeting of shareholders in 2021, The 11th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors considered and approved the proposal on adjusting the matters related to the restricted stock incentive plan in 2021, and agreed to adjust the list of incentive objects granted for the first time.
After this adjustment, the number of incentive objects granted for the first time in this incentive plan is adjusted from 341 to 338. The total amount of restricted shares remains unchanged, which is still 3 million shares, the total amount granted for the first time is 2.7 million shares, and the number of reserved restricted shares is 300000 shares.
2. As the company employs Mr. Yu Yang as the Secretary of the board of directors and deputy general manager of the company, the restricted shares to be granted will be listed separately.
3. In order to standardize the securities account management of foreign incentive objects in this incentive plan and ensure that incentive stock options are registered in the securities account of relevant incentive objects, according to the passport information of foreign incentive objects, the names in the list of incentive objects originally granted for the first time are expressed as follows:
Disclosure of names after the original disclosure of names
Yvan De Busscher DE BUSSCHER YVAN MARIE J.
After this adjustment, the restricted shares granted for the first time in the incentive plan will be distributed among the incentive objects according to the following proportion:
Proportion of restricted granted in the proportion of restricted granted in the current total share capital name and position / number of national shares (10000 shares)
Cases
Wei Weijun, director and deputy general manager 3 1.00% 0.01%
Li Sui party director 5 1.67% 0.02%
Anyuan director and Chief Financial Officer 3 1.00% 0.01%
Wang Risheng, deputy general manager 4 1.33% 0.02%
Guo Fumin, deputy general manager 5 1.67% 0.02%
Deng Jiankang, deputy general manager 2.5 0.83% 0.01%
Yu Yang, Secretary of the board of directors and deputy general manager 3 1.00% 0.01%
manager
Lin, Xiangzhou foreign employees 3 1.00% 0.01%
Vesselle Jean Marc, foreign employee 3 1.00% 0.01%
Marie
De buscher YVAN expatriate 2 0.67% 0.01%
MARIE J.
Core technical (business) personnel
(328 persons) 236.5 78.83% 1.08%
Reserved part 30.00 10.00% 0.14%
Total (338 persons) 300.00 100.00% 1.36%
Note: 1 The shares of the company granted to any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company.
The total number of subject shares involved in all effective incentive plans of the company shall not exceed 20% of the total share capital of the company. If the incentive object voluntarily gives up the granted rights and interests for personal reasons, the board of directors shall adjust the number of grants accordingly, and distribute and adjust the restricted stock shares that the incentive object gives up to subscribe among the incentive objects.
2. The incentive objects of this plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
3. The incentive object of the reserved part shall be determined within 12 months after the plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall disclose the relevant information of the incentive object in a timely and accurate manner on the designated website as required.
4. If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
In addition to the above adjustments, other contents of the incentive plan are consistent with the incentive plan deliberated and approved by the fourth extraordinary general meeting of shareholders in 2021. The content of this adjustment is within the scope of authorization of the board of directors by the fourth extraordinary general meeting of shareholders in 2021 and does not need to be submitted to the general meeting of shareholders for deliberation.
3、 Impact of this adjustment on the company
The company’s adjustment of the list of objects granted for the first time in the 2021 restricted stock incentive plan will not have a material impact on the company’s financial status and operating results, nor will it affect the diligence of the company’s management team. The company’s management team will continue to earnestly perform their duties and try their best to create value for shareholders.
4、 Opinions of independent directors
After verification, the company’s adjustment of the list of some incentive objects granted for the first time in this incentive plan complies with the provisions of laws and regulations such as the measures for the administration of equity incentive of listed companies and the provisions of the company’s restricted stock incentive plan in 2021. The decisions made have fulfilled the necessary procedures and do not harm the interests of the company and all shareholders, It is agreed that the company will adjust the list of some incentive objects granted for the first time in this incentive plan accordingly. 5、 Opinions of the board of supervisors
After review, the board of supervisors believes that the adjustment of the first grant of the company’s restricted stock incentive plan in 2021 is in line with the provisions of the management measures and other laws, regulations and normative documents and the company’s incentive plan (Draft). This adjustment is within the scope of authorization of the fourth extraordinary general meeting of shareholders in 2021 to the board of directors of the company. The adjustment procedure is legal and compliant, and there is no damage to the interests of the company and all shareholders.
The board of supervisors agreed to adjust the list of incentive objects granted by the company for the first time in 2021. 6、 Opinion of law firm
The adjustment of the restricted stock incentive plan and the first grant of the company have obtained the necessary approval and authorization at this stage. The determination of the grant date, the adjustment of the incentive object and the number of grants comply with the relevant laws, regulations, normative documents such as the company law, the administrative measures and the relevant provisions of the articles of association and the incentive plan, The conditions for the first grant of restricted shares have been met, and the company’s adjustment and first grant are legal and effective.
Documents for future reference
1. Resolution of the 11th meeting of the 4th board of directors
2. Resolution of the 9th meeting of the 4th board of supervisors
3. Independent opinions of independent directors on matters related to the 11th meeting of the 4th board of directors
4. Legal opinions of Beijing Deheng Law Firm on the adjustment and initial grant of restricted shares in Sunresin New Materials Co.Ltd Xi’An(300487) 2021
It is hereby announced.
Sunresin New Materials Co.Ltd Xi’An(300487) board of directors February 12, 2022
