Securities code: 688538 securities abbreviation: Everdisplay Optronics (Shanghai) Co.Ltd(688538) Announcement No.: 2022-009 Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd
Announcement on granting restricted shares to incentive objects
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:
Restricted stock grant date: February 16, 2022
Number of restricted shares granted: 84421080 shares
Equity incentive method: class I restricted stock
1、 Restricted stock grants
(I) implemented decision-making procedures and information disclosure
1. On December 28, 2021, the company held the 11th meeting of the first board of directors, The meeting deliberated and adopted the proposal on the company's 2021 restricted stock incentive plan (Draft) > and its summary, the proposal on the management measures for the implementation and assessment of the company's 2021 restricted stock incentive plan, the proposal on the management measures for the company's 2021 restricted stock incentive plan, and Proposal on requesting 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, etc. The independent directors of the company expressed independent opinions on whether the company's restricted stock incentive plan in 2021 (hereinafter referred to as "the incentive plan") is conducive to the sustainable development of the company and whether there are circumstances damaging the interests of the company and all shareholders. On the same day, the company held the eighth meeting of the first board of supervisors, deliberated and adopted the proposal on the company's restricted stock incentive plan in 2021 (Draft) > and its summary, the proposal on the measures for the administration of the implementation and assessment of the company's restricted stock incentive plan in 2021, and the proposal on the measures for the administration of the company's restricted stock incentive plan in 2021, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions. The above-mentioned related matters were posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on December 29, 2021 Disclosed.
2. Shanghai state owned assets supervision and Administration Commission approved the implementation of the incentive plan of Shanghai state owned assets supervision and administration Co., Ltd. (No. 1842} issued by Shanghai state owned assets supervision and Administration Commission on February 20, 2022). On January 22, 2022, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the announcement of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. on the approval of the 2021 restricted stock incentive plan by Shanghai state owned assets supervision and Administration Commission (Announcement No.: 2022-001).
3. On January 28, 2022, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) The notice of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-002) was disclosed, and the relevant proposals of the incentive plan were considered at the meeting. On the same day, the company also disclosed the announcement of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. on the public solicitation of entrusted voting rights by independent directors (Announcement No.: 2022-003). According to the entrustment of other independent directors of the company, As the collector, Mr. Ye Shun, the independent director of the company, solicited voting rights from all shareholders of the company on the relevant proposals of the company's 2021 restricted stock incentive plan considered at the first extraordinary general meeting of shareholders in 2022.
4. From December 29, 2021 to January 8, 2022, the company publicized the job number, name and position of the object to be encouraged in the incentive plan within the company. During the publicity period, the company's employees can put forward opinions to the company's human resources department. As of the expiration of the publicity period, the human resources department of the company has not received any objection from any organization or individual to the list of incentive objects of the company's restricted stock incentive plan in 2021. On February 11, 2022, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the review opinions and publicity statement of the board of supervisors of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. on the list of incentive objects of the restricted stock incentive plan in 2021 (Announcement No.: 2022-005).
5. On February 16, 2022, the company held the first extraordinary general meeting of shareholders in 2022, The proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company's 2021 restricted stock incentive plan, the proposal on the management measures for the company's 2021 restricted stock incentive plan, and The proposal on requesting 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 was published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 17, 2022 Disclosed the announcement on the resolution of the first extraordinary general meeting of shareholders of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. in 2022 (Announcement No.: 2022-006) and the self inspection report of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. on the insider information of the company's restricted stock incentive plan in 2021 and the purchase and sale of company shares by incentive objects (Announcement No.: 2022-007).
6. On February 16, 2022, the company held the 12th meeting of the first board of directors and the 9th meeting of the first board of supervisors. The meeting deliberated and adopted the proposal on adjusting the company's restricted stock incentive plan in 2021 and the proposal on granting restricted shares 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 of the company verified the list of incentive objects on the grant date, issued verification opinions, and agreed with the list of incentive objects granted by the company in this incentive plan. (II) differences between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders
In view of the fact that some of the proposed incentive objects identified in the company's 2021 restricted stock incentive plan (Draft) have voluntarily given up all or part of the restricted shares to be granted to them due to resignation or personal reasons, the company held the 12th meeting of the first board of directors on February 16, 2022 The ninth meeting of the first board of supervisors deliberated and approved the proposal on adjusting the company's restricted stock incentive plan in 2021, adjusting the number of incentive objects and the number of shares granted. After adjustment, the number of incentive objects to be granted in the incentive plan is adjusted to 530, and the number of restricted shares to be granted is adjusted to 84421080 shares.
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 of shareholders in 2022. In addition to the above adjustments, other contents of the incentive plan are consistent with the incentive plan deliberated and approved by the company's first extraordinary general meeting 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 general meeting for deliberation.
The independent directors of the company expressed their independent opinions on the adjustment, and the board of supervisors of the company considered and approved the adjustment. The independent financial consultant of the incentive plan has issued independent financial consultant opinions on the adjustment, and the lawyer has issued legal opinions on the adjustment.
(III) explanation of the board of directors on meeting the grant conditions, and clear opinions issued by the independent directors and the board of supervisors
1. Relevant instructions of the board of directors on whether the grant meets the conditions
According to the relevant provisions of the incentive plan, the company may grant restricted shares to the incentive object when the following conditions are met at the same time; On the contrary, if any of the following conditions is not met, the company shall not grant restricted shares to incentive objects.
(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 company has the following conditions:
1) The corporate governance structure is standardized, the general meeting of shareholders, the board of directors and the management are well organized and their responsibilities are clear. External directors (including independent directors, the same below) account for more than half of the members of the board of directors;
2) The remuneration and assessment committee is composed of external directors, with sound remuneration and assessment committee system, perfect rules of procedure and standardized operation;
3) Sound internal control system and performance appraisal system, standardized basic management system, and established labor employment, salary and welfare system and performance appraisal system in line with the requirements of market economy and modern enterprise system;
4) The development strategy is clear, the asset quality and financial status are good, and the business performance is stable; No financial violations and bad records in recent three years;
(3) 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) Being deemed inappropriate by the CSRC within 12 months;
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.
(4) The incentive object does not have any of the following situations:
1) Violating the relevant laws and regulations of the state and the provisions of the articles of Association;
2) During his term of office, he caused losses to the listed company due to illegal and disciplinary acts such as taking bribes, asking for bribes, embezzlement and theft, divulging the operation and technical secrets of the listed company, implementing related party transactions, damaging the interests and reputation of the listed company and having a significant negative impact on the image of the listed company.
(5) Meet the performance conditions of restricted stock grant
1) Company level performance conditions
A. In 2020, the company's profit before interest, tax, depreciation and amortization shall not be less than 50 million yuan;
B. In 2020, the company's operating revenue increased by no less than 950 million yuan year-on-year;
C. In 2020, the company's R & D investment will not be less than 350 million yuan;
D. In 2020, the power consumption per unit income of the company shall not be higher than 0.22 kwh / yuan.
2) Performance conditions at the individual level of incentive objects
According to the company's performance management and other relevant measures, the individual performance evaluation rating of the incentive object in 2020 reaches grade C or above.
After careful verification, the board of directors of the company determines that both the company and the incentive object meet any of the above circumstances (1) to (4), and there are no other circumstances that cannot be granted or become incentive objects, which meet the performance conditions of restricted stock grant, and the grant conditions of this incentive plan have been achieved.
2. Relevant explanations of the board of supervisors on whether the grant meets the conditions
After the board of supervisors checked whether the conditions set by the company's 2021 restricted stock incentive plan for incentive objects to be granted restricted shares have been met, it is considered that:
(1) The company does not have any circumstances that prohibit the implementation of equity incentive plan as stipulated in laws, regulations and normative documents such as the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures"), the Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (Guo Zi FA FA FA FA FA Fa [2006] No. 175) (hereinafter referred to as the "Trial Measures"), The company is qualified to implement the equity incentive plan;
(2) Except that some of the proposed incentive objects voluntarily give up all or part of the restricted shares to be granted due to resignation or personal reasons, the list of incentive objects granted restricted shares in this incentive plan is included in the scope of incentive objects granted in the 2021 restricted stock incentive plan approved by the first extraordinary general meeting of the company in 2022. The incentive objects of this incentive plan have the qualifications specified in the company law and other laws, regulations and normative documents, and also meet the incentive object conditions specified in the administrative measures, trial measures and the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the "Listing Rules"), It belongs to the scope of incentive objects specified in the company's incentive plan (Draft) and its summary, and its subject qualification as the incentive object of the company's incentive plan is legal and effective.
(3) The determination of the grant date by the board of directors of the company complies with the provisions on the grant date in the administrative measures and the incentive plan (Draft) and its summary. The conditions for the incentive object to be granted restricted shares in the incentive plan have been met.
Therefore, the board of supervisors agreed that the grant date of the company's incentive plan was February 16, 2022, and agreed to grant 84421080 restricted shares to 530 eligible incentive objects at the grant price of 1.84 yuan / share.
3. Relevant instructions 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 grant date of the incentive plan of the company was February 16, 2022, which was in line with the administrative measures and other laws and regulations and the relevant provisions on the grant date in the incentive plan (draft).
(2) The company is not prohibited from implementing the equity incentive plan as stipulated in the management measures, trial measures and other laws, regulations and normative documents. The company has the subject qualification to implement the equity incentive plan.
(3) The incentive objects granted with restricted shares determined by the company comply with the relevant laws and regulations such as the company law, the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the trial measures and the provisions on the qualifications of the incentive plan in the articles of Association of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as the "articles of association"), They all meet the conditions of incentive objects specified in the administrative measures and the listing rules, and the scope of incentive objects specified in the incentive plan (Draft), which is used as the incentive of the company's restricted stock incentive plan in 2021
