Securities code: 688055 securities abbreviation: Infovision Optoelectronics (Kunshan) Co.Ltd(688055) Announcement No.: 2022-012 Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd
Announcement on adjusting matters related to the first grant of restricted stock incentive plan in 2021
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.
Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as “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, deliberated and adopted the proposal on adjusting the matters related to the first grant of restricted stock incentive plan in 2021. Now the relevant matters are explained as follows:
1、 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
The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the company’s measures for the assessment and management of the implementation of the 2021 restricted stock incentive plan 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 2021 restricted stock incentive plan (Draft) > and its summary, proposal on the company’s measures for the administration of the implementation and assessment of 2021 restricted stock incentive plan, proposal on the company’s measures for the administration of 2021 restricted stock incentive plan, and proposal on verifying the company’s list of incentive objects granted for the first time under 2021 restricted stock incentive plan, The board of supervisors of the company verified the matters of the incentive plan and issued relevant verification opinions.
3. On December 27, 2021, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the Infovision Optoelectronics (Kunshan) Co.Ltd(688055) announcement on the approval of Suzhou SASAC for the filing of the 2021 restricted stock incentive plan (Announcement No.: 2021-026), and approved 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.) disclosure
According to the announcement on the public solicitation of entrusted voting rights by independent directors (Announcement No.: 2022-002), Xue Wenjin, an independent director, 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 in 2022. 5. From September 28, 2021 to October 8, 2021, the company’s evaluation of the incentive objects proposed in the incentive plan
The name and position were publicized 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 Infovision Optoelectronics (Kunshan) Co.Ltd(688055) 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.) disclosure
According to the supplementary announcement on the public solicitation of entrusted voting rights by independent directors (Announcement No.: 2022-006), Xue Wenjin, an independent director, as the soliciter, solicited voting rights from all shareholders of the company on all proposals after the addition of temporary proposals at the first extraordinary general meeting of shareholders 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 assessment and management measures for 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. February 26, 2021
The company is on 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 on the first grant date and issued verification opinions.
2、 Description of adjustment
According to the authorization of the company’s first extraordinary general meeting in 2022, in view of the resignation of four incentive objects of the company
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, deliberated and approved the proposal on adjusting the matters related to the first grant of the restricted stock incentive plan in 2021, and adjusted the matters related to the first grant of the incentive plan. 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.
3、 Impact of this adjustment on the company
The company’s adjustment to the first grant of the restricted stock incentive plan in 2021 will not have a material impact on the company’s financial status and operating results.
4、 Opinions of independent directors
The company’s adjustment of the first grant of the restricted stock incentive plan in 2021 (hereinafter referred to as “the incentive plan”) complies with the relevant provisions on the adjustment of the incentive plan in the company law, securities law, administrative measures and other laws, regulations and normative documents, and has performed the necessary procedures. The adjusted incentive object is not prohibited from being granted restricted shares, and the subject qualification of the incentive object is legal and effective. This adjustment is within the scope of authorization of the company’s first extraordinary general meeting of shareholders in 2022. The adjustment procedure is legal and compliant, and there is no damage to the interests of the company and shareholders.
After this adjustment, the number of persons granted for the first time in the incentive plan of the company 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.
When the board of directors of the company deliberated the relevant proposals, the related directors have avoided voting in accordance with the relevant provisions of the company law, the securities law, the articles of association and other laws, regulations and normative documents, and the non related directors have deliberated and voted. The deliberation and decision-making procedures of this matter are legal and compliant.
Therefore, we agree to the company’s adjustment on the matters related to the first grant of this incentive plan.
5、 Opinions of the board of supervisors
The board of supervisors believes that the adjustment of the first grant of the company’s 2021 restricted stock incentive plan (hereinafter referred to as the “incentive plan”) complies with the relevant provisions on the adjustment of the incentive plan in the company law, the securities law, the measures for the administration of equity incentive of listed companies and other laws, regulations and normative documents. After this adjustment, the incentive object is not prohibited from being granted restricted shares, and the subject qualification of the incentive object is legal and effective.
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. 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. The content of this adjustment is within the scope of authorization of the board of directors by the first extraordinary general meeting of shareholders in 2022 and does not need to be submitted to the general meeting of shareholders for deliberation.
6、 Concluding observations of legal opinions
Randy law firm believes that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization for the adjustment of the first grant of this incentive plan and the matters related to the first grant. There is no situation that the company and the incentive object are not allowed to grant rights and interests, and the conditions for the first grant have been achieved. The determination of the grant date, number of incentive objects, grant quantity and grant price of the incentive plan for the first time complies with the relevant provisions of the company law, the securities law, the administrative measures, the listing rules and the company’s 2021 restricted stock incentive plan, which is legal and effective. It is hereby announced.
Board of directors of Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd
February 16, 2022
