Securities code: 688055 securities abbreviation: Infovision Optoelectronics (Kunshan) Co.Ltd(688055) Announcement No.: 2022-013 Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd
Announcement on granting restricted shares to incentive objects for the first time
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility 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: 30 million shares, accounting for 0.90% of the company's current total share capital of 3333333400 shares
Equity incentive method: the second type of restricted stock
Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as "the company", "688055}") has achieved the conditions for the first grant of restricted shares in 2021 set by the 2021 restricted stock incentive plan (hereinafter referred to as "the incentive plan", "this incentive plan" and "this incentive plan"), According to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures"), the relevant provisions of the company's incentive plan and its summary, and the authorization of the company's first extraordinary general meeting in 2022, the 17th meeting of the first board of directors held by the company on February 15, 2022 The 12th meeting of the first session of the board of supervisors deliberated and approved the proposal on granting restricted shares to incentive objects for the first time, and decided to grant 30 million restricted shares to 134 incentive objects who met the grant conditions with February 15, 2022 as the first grant date and the grant price of 3.52 yuan / share. The relevant matters are explained as follows:
1、 Restricted stock grants
(I) decision making procedures and information disclosure of the restricted stock incentive plan
1. On September 27, 2021, the 14th meeting of the first board of directors of the company 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 assessment and management measures for the implementation of the restricted stock incentive plan in 2021 The proposal on the company's measures for the administration of the restricted stock incentive plan in 2021 and the proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021. The independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan.
2. On September 27, 2021, the 10th meeting of the first board of supervisors of the company 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 assessment and management measures for the implementation of the restricted stock incentive plan in 2021 The board of supervisors of the company verified the matters of the incentive plan and issued relevant verification opinions in the proposal on the management measures of the company's restricted stock incentive plan in 2021 and the proposal on verifying the list of incentive objects first granted by the company's restricted stock incentive plan in 2021.
3. On December 27, 2021, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the announcement on the approval of the 2021 restricted stock incentive plan to be filed by Suzhou SASAC (Announcement No.: 2021-026), and agreed the company to implement the 2021 restricted stock incentive plan.
4. On January 10, 2022, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement on public solicitation of entrusted voting rights by independent directors (Announcement No.: 2022-002) was disclosed. According to the entrustment of other independent directors of the company, independent director Xue Wenjin, as the collector, solicited voting rights from all shareholders of the company on the relevant proposals of the company's 2021 restricted stock incentive plan deliberated at the first extraordinary general meeting of shareholders in 2022.
5. From September 28, 2021 to October 8, 2021, the company publicized the names and positions of the objects to be encouraged in the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection to the list of proposed incentive objects. On January 11, 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 2021 (Announcement No.: 2022-004). 6. On January 15, 2022, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) The supplementary announcement on public solicitation of entrusted voting rights by independent directors (Announcement No.: 2022-006) was disclosed. According to the entrustment of other independent directors of the company, Xue Wenjin, an independent director, as the soliciter, solicited voting rights from all shareholders of the company on all proposals after adding temporary proposals to the first extraordinary general meeting in 2022.
7. On January 25, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and passed 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 the company's measures for the administration of the restricted stock incentive plan in 2021 and proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021. On January 26, 2022, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the self inspection report on the trading of company shares by insiders and incentive objects of the company's restricted stock incentive plan in 2021 (Announcement No.: 2022-009).
8. On February 15, 2022, the company held the 17th meeting of the first board of directors and the 12th meeting of the first board of supervisors, and deliberated and adopted the proposal on adjusting matters related to the first grant of restricted stock incentive plan in 2021 and the proposal on the first grant of restricted stock to incentive objects. The independent directors of the company have expressed their independent opinions on matters related to the incentive plan. The board of supervisors verified the list of incentive objects granted for the first time 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
According to the authorization of the company's first extraordinary general meeting in 2022, the company held the 17th meeting of the first board of directors and the 12th meeting of the first board of supervisors on February 15, 2022, in view of the fact that four incentive objects of the company no longer meet the qualification of incentive objects due to resignation, The proposal on adjusting the matters related to the first grant of the restricted stock incentive plan in 2021 was reviewed and approved, and the matters related to the first grant of the incentive plan were adjusted.
After this adjustment, the number of persons granted for the first time in the incentive plan will be adjusted from 138 to 134. The original number of shares allocated to incentive objects who lose incentive qualification due to resignation will be adjusted to other incentive objects granted for the first time in the incentive plan. The total number of restricted shares and the number of restricted shares granted for the first time will remain unchanged. The adjusted incentive objects belong to the scope of incentive objects specified in the incentive plan approved by the company's first extraordinary general meeting in 2022.
In addition to the above adjustments, other contents of the incentive plan are consistent with those deliberated and approved by the company's first extraordinary general meeting in 2022.
(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 on the granting conditions in the incentive plan, 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 Having the circumstances that the company law of the people's Republic of China (hereinafter referred to as the "company law") stipulates that he shall not serve as a director or senior manager of the company;
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.
After careful verification, the board of directors of the company has determined that neither the company nor the incentive object has any of the above circumstances, and there are no other circumstances that cannot be granted or become the incentive object. The conditions for the first grant of this incentive plan have been met.
2. Opinions of the board of supervisors
(1) The company is not prohibited to implement the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies 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 this incentive plan for the first time are the company's directors, senior managers, core technicians and other personnel that the board of directors deems necessary to be encouraged. Excluding the spouses, parents and children of independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the shares of the company and the actual controllers of the listed company.
(2) The incentive objects granted for the first time in this incentive plan have the qualifications specified in the company law and other laws, regulations and normative documents, and meet the conditions of incentive objects specified in the measures for the administration of equity incentive of listed companies and the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, It complies with the scope of incentive objects specified in the company's restricted stock incentive plan for 2021 and its summary, and its subject qualification as the incentive object granted for the first time in this incentive plan is legal and effective.
(3) The first grant conditions specified in this incentive plan have been fulfilled. The first grant date of this incentive plan complies with the relevant provisions on the grant date in the administrative measures for equity incentive of listed companies and the company's restricted stock incentive plan for 2021 and its abstract.
The board of supervisors agreed to grant 30 million restricted shares to 134 incentive objects meeting the grant conditions on February 15, 2022, with the grant price of RMB 3.52/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 incentive plan of the company is February 15, 2022, which is in line with the relevant provisions on the grant date in the administrative measures and other laws and administrative regulations, as well as the company's restricted stock incentive plan in 2021 and its summary.
(2) It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, administrative regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
(3) The incentive objects that the company determines to grant restricted shares for the first time comply with the relevant laws and regulations of the company law, the securities law, the administrative measures and the provisions on Incentive objects in the 2021 restricted stock incentive plan. As the subject qualification of the incentive objects granted for the first time in this incentive plan, it is legal and effective.
(4) When the board of directors of the company deliberated the relevant proposals, the related directors have avoided voting in accordance with the company law, securities law, administrative measures and other laws, regulations and normative documents as well as the relevant provisions of the articles of association.
(5) The company's implementation of this incentive plan is conducive to further improve the corporate governance structure, establish and improve the company's long-term incentive and restraint mechanism, attract and retain excellent talents, enhance the core team'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.
In conclusion, we agree to grant 30 million restricted shares to 134 incentive objects at the grant price of RMB 3.52/share on February 15, 2022 as the first grant date.
(IV) specific conditions of the first grant
1. First grant date: February 15, 2022
2. Number of shares granted for the first time: 30 million shares, accounting for 0.90% of the company's total share capital of 3333333400 shares
3. Number of First grants: 134
4. Initial grant price: 3.52 yuan / share
5. Stock source: the company's RMB A-share common stock issued by the company to the incentive object. 6. The validity period, vesting period and vesting arrangement of the incentive plan
(1) The validity period of this incentive plan shall be no more than 72 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 or invalid.
(2) The restricted shares granted by the incentive plan will be vested in three times according to the agreed proportion after the incentive objects meet the corresponding vesting conditions. The vesting date must be the trading day within the validity of the incentive plan. The incentive objects are directors and senior managers of the company, and the restricted shares obtained by them shall not be vested in the following periods:
① 30 days before the announcement of the company's periodic 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 10 days before the announcement of the company's 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 shares and their derivatives or the date of entering the decision-making process to 2 trading days after disclosure according to law;
④ Other periods prescribed by the CSRC and the Shanghai Stock Exchange.
The above "major events" are the events that the company should pay attention to in accordance with the provisions of the listing rules
