Securities code: 688071 securities abbreviation: Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) Announcement No.: 2022-015 Shanghai W-Ibeda High Tech.Group Co.Ltd(688071)
Announcement on granting restricted shares to incentive objects for the first time
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.
Important content tips:
First grant date of restricted shares: February 15, 2022
Number of restricted shares granted for the first time: 177600 shares, accounting for 0.24% of the company’s total share capital of 72844774 shares
Equity incentive method: the second type of restricted stock
Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) the conditions for the first grant of restricted shares in 2022 stipulated in the 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)” or “this incentive plan” or “this equity incentive plan”) have been fulfilled. According to the authorization of Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) (hereinafter referred to as “the company”) at the first extraordinary general meeting in 2022, At the 13th meeting of the third board of directors and the 12th meeting of the third board of supervisors held on February 15, 2022, the company deliberated and adopted the proposal on the first grant of restricted shares to incentive objects, determined February 15, 2022 as the first grant date, and granted 177600 restricted shares to 16 incentive objects at the grant price of 8.49 yuan / share. The relevant matters are explained as follows:
1、 Restricted stock grants
(I) decision-making procedures and information disclosure performed in this restricted stock grant
1. On January 24, 2022, the company held the 12th meeting of the third board of directors, which deliberated and passed 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 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 objects of the 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. (II) differences between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders
Among the first incentive objects granted by the restricted stock incentive plan in 2022, one incentive object withdrew from the incentive plan. According to the above situation 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 matters related to the restricted stock incentive plan in 2022 was reviewed and approved, and the list of incentive objects and the number of rights and interests granted for the first time in the incentive plan were adjusted. 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. According to the authorization of the company’s first extraordinary general meeting in 2022, this adjustment does not need to be submitted to the company’s general meeting for deliberation.
(III) explanation of the board of directors on whether the grant conditions are met, and clear opinions issued by the independent directors and the board of supervisors 1. Relevant explanation of the board of directors on whether the grant conditions are met
According to the provisions of the grant conditions in the incentive plan (Draft), the restricted shares granted to the incentive object shall meet the following conditions at the same time:
(1) The company is not under any of the following circumstances:
① The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
② The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
③ Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
④ Equity incentive is not allowed according to laws and regulations;
⑤ Other circumstances recognized by the CSRC.
(2) The incentive object does not have any of the following situations:
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 Those who are not allowed to serve as senior managers of the company as stipulated in the company law of the people’s Republic of China; ⑤ Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
⑥ Other circumstances recognized by the CSRC.
No incentive object has been granted or other incentive conditions have not been determined by the board of directors for the first time.
2. Relevant explanations of the board of supervisors on whether the grant meets the conditions
(1) The company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan; The incentive objects of the incentive plan of the people’s Republic of China and the administrative measures of the people’s Republic of China on the stock exchange for the first time meet the requirements of the incentive plan and the administrative measures of the people’s Republic of China on the stock exchange, It complies with the scope of incentive objects specified in the company’s 2022 restricted stock incentive plan (Draft) and its summary, and its subject qualification as the incentive object first granted by the company’s 2022 restricted stock incentive plan is legal and effective.
(2) The company determines that the first grant date of this incentive plan complies with the relevant provisions on the grant date in the administrative measures and the company’s restricted stock incentive plan for 2022 (Draft) and its summary.
Therefore, the board of supervisors agreed that the first grant date of the company’s incentive plan was February 15, 2022, and agreed to grant 177600 restricted shares to 16 incentive objects at the grant price of 8.49 yuan / share.
3. Relevant explanations of independent directors on whether the grant meets the conditions
(1) According to the authorization of the company’s first extraordinary general meeting in 2022, the board of directors determined that the first grant date of the company’s restricted stock incentive plan in 2022 was February 15, 2022, which was in line with the administrative measures and other laws and regulations and the relevant provisions on the grant date in the company’s restricted stock incentive plan in 2022 (Draft).
(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 company determines that the incentive objects granted with restricted shares for the first time comply with the relevant laws and regulations such as the company law, the securities law and the articles of association on the relevant qualifications of the incentive plan, the incentive object conditions specified in the management measures and the scope of incentive objects specified in the 2022 restricted stock incentive plan (Draft), Its subject qualification as the incentive object first granted by the company’s restricted stock incentive plan in 2022 is legal and effective.
(4) 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, and is conducive to the sustainable development of the company without damaging the interests of the company and all shareholders.
To sum up, the granting conditions stipulated in the company’s restricted stock incentive plan in 2022 have been met. We agree that the first granting date of the company’s incentive plan is February 15, 2022, and agree to grant 177600 restricted shares to 16 incentive objects at the granting price of 8.49 yuan / share.
(IV) specific conditions of the first grant
1. First grant date: February 15, 2022;
2. Number of shares granted for the first time: 177600 shares, accounting for 0.24% of the current total share capital of 72844774 shares; 3. Number of persons granted for the first time: 16;
4. Grant price: 8.49 yuan / share;
5. Stock source: the company issues A-share common stock to the incentive object.
6. Validity period, vesting period and vesting arrangement of incentive plan
(1) The validity period of this incentive plan shall not exceed 60 months from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested, listed and circulated or invalid.
(2) The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive object meets the corresponding vesting conditions. The vesting date must be the trading day, but shall not be vested within the following periods:
① 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;
② Within 10 days before the announcement of the company’s quarterly report, performance forecast and performance express;
③ From the date of major events that may have a great impact on the trading price of the company’s securities and their derivatives or in the process of decision-making to the date of disclosure according to law;
④ Other periods prescribed by the CSRC and the Shanghai Stock Exchange.
If relevant laws, administrative regulations and departmental rules have other provisions on the period that cannot be attributed, the relevant provisions shall prevail.
(3) The ownership proportion of each batch of restricted shares granted for the first time in the incentive plan is shown in the table below:
Vesting arrangement vesting time number of vested interests in granted
Proportion of total equity
The first transaction after 12 months from the date of the first grant of restricted shares
The first vesting date of the ticket to the last 30% within 24 months from the date of the first grant
End of next trading day
The first transaction after 24 months from the date of the first grant of restricted shares
The second vesting date of the ticket to the last 30% within 36 months from the date of the first grant
End of next trading day
The first transaction after 36 months from the date of the first grant of restricted shares
40% from the third vesting date to the last 48 months from the date of the first grant
End of next trading day
The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used as guarantee or used before vesting
Repayment of debt.
7. The distribution of restricted shares granted for the first time in the incentive plan among incentive objects is shown in the table below
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