Securities code: 688071 securities abbreviation: Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) Announcement No.: 2022-014 Shanghai W-Ibeda High Tech.Group Co.Ltd(688071)
Announcement on matters related to the adjustment of the restricted stock incentive plan in 2022
The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) (hereinafter referred to as “the company”) held the first extraordinary general meeting of shareholders in 2022 on February 15, 2022, deliberated and adopted the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary. According to the company’s 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)” or “this incentive plan”) and the authorization of the company’s first extraordinary general meeting in 2022, the company held the 13th meeting of the third board of directors and the 12th meeting of the third board of supervisors on February 15, 2022, The proposal on adjusting the incentive plan for restricted stocks in 2022 was considered and adopted. The relevant matters are explained as follows:
1、 Relevant procedures performed in this incentive plan
1. On January 24, 2022, the company held the 12th meeting of the third board of directors, which deliberated and adopted the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary The proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan. The independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan.
On the same day, the company held the 11th meeting of the third board of supervisors, deliberated and adopted the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions in the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 and the proposal on the verification of the list of incentive objects first granted by the company’s restricted stock incentive plan in 2022.
2. From January 25, 2022 to February 3, 2022, the company publicized the names and positions of the incentive objects to be granted for the first time in the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive
Any objection related to the incentive object of this incentive plan. On February 10, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects first granted by the company’s restricted stock incentive plan in 2022 (Announcement No.: 2022-009). 3. On February 15, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and passed the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, and the proposal on the measures for the implementation and assessment of the company’s 2022 restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan. On February 16, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclose the self inspection report on the trading of shares of the company by insiders and incentive objects of the restricted stock incentive plan in 2022 (Announcement No.: 2022-010).
4. On February 15, 2022, the company held the 13th meeting of the third board of directors and the 12th meeting of the third board of supervisors, and deliberated and adopted the proposal on adjusting the matters related to the 2022 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time. The board of directors agreed that the first grant date of restricted shares was February 15, 2022, and 177600 restricted shares were granted to 16 incentive objects at the grant price of 8.49 yuan / share. The independent directors of the company expressed independent opinions on this matter and believed that the conditions for the first grant had been met, the subject qualification of the incentive object granted for the first time was legal and valid, and the determined first grant date met the relevant provisions. The board of supervisors verified the list of incentive objects on the first grant date and issued verification opinions. 2、 Reasons and results of adjustment
In view of the fact that in order to better implement the equity incentive plan and in combination with the actual situation of the company, one of the first incentive objects granted by the company’s restricted stock incentive plan in 2022 withdrew from the incentive plan. According to the above situation and the authorization of the company’s first extraordinary general meeting in 2022, On February 15, 2022, the company held the 13th meeting of the third board of directors and the 12th meeting of the third board of supervisors, deliberated and adopted the proposal on adjusting matters related to the 2022 restricted stock incentive plan, and adjusted the list of incentive objects and the number of rights and interests granted for the first time in the incentive plan. After this adjustment, the number of incentive objects granted by the company’s restricted stock incentive plan for the first time was adjusted from 17 to 16, and the number of restricted shares granted for the first time was adjusted from 291200 shares to 177600 shares.
In addition to the above adjustments, other contents of the incentive plan implemented this time are consistent with the incentive plan deliberated and approved by the company’s first extraordinary general meeting of shareholders in 2022.
3、 Impact of this adjustment on the company
The company’s adjustment of the list of incentive objects and the number of rights and interests granted for the first time under the restricted stock incentive plan in 2022 will not have a material impact on the company’s financial status and operating results, and will not damage the interests of the company and all shareholders.
4、 Opinions of independent directors
We believe that the company’s adjustment of the list of incentive objects and the number of rights and interests granted for the first time in the company’s restricted stock incentive plan in 2022 complies with the provisions of the measures for the administration of equity incentive of listed companies and the company’s incentive plan (Draft), the review procedure is legal and compliant, and there is no situation that damages the interests of the company and shareholders.
In conclusion, we agree that the board of directors will adjust the list of incentive objects and the number of rights and interests granted for the first time.
5、 Opinions of the board of supervisors
The company’s adjustment of the list of incentive objects and the number of rights and interests granted for the first time in the company’s restricted stock incentive plan in 2022 complies with the provisions of relevant laws and regulations such as the measures for the administration of equity incentive of listed companies and the relevant provisions of the incentive plan (draft), and there is no damage to the interests of the company’s shareholders; The adjusted incentive object meets the conditions as an incentive object stipulated by relevant laws and regulations, and the subject qualification is legal and effective. Therefore, the board of supervisors agreed with the company to adjust the list of incentive objects and the number of rights and interests granted for the first time under the restricted stock incentive plan in 2022.
6、 Legal opinion and concluding observations
This adjustment has obtained the necessary authorization and approval at this stage; The specific contents of this adjustment comply with the relevant provisions of the administrative measures, listing rules, self regulatory guide No. 4 and incentive plan (Draft); The company still needs to continue to perform the corresponding information disclosure obligations according to law.
7、 Opinion of independent financial advisor
Shanghai Rongzheng Investment Consulting Co., Ltd., an independent financial consultant, believes that as of the date of issuance of the independent financial consultant’s report, the matters related to the adjustment of the company’s equity incentive plan have obtained the necessary approval and authorization, the adjustment procedures are legal and compliant, and there is no situation that damages the interests of the company and all shareholders.
8、 Documents for future reference
1. Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) resolution of the 13th meeting of the third board of directors;
2. Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) resolution of the 12th meeting of the third board of supervisors;
3. Independent opinions of independent directors of Shanghai Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) Co., Ltd. on relevant matters of the 13th meeting of the third board of directors;
4. Legal opinion of Shanghai Zechang law firm on Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) 2022 restricted stock incentive plan adjustment and restricted stock grant;
5. Independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on the adjustment and initial grant of restricted stock incentive plan in Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) 2022.
It is hereby announced.
Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) board of directors February 16, 2022
