Securities code: 688538 securities abbreviation: Everdisplay Optronics (Shanghai) Co.Ltd(688538) Announcement No.: 2022-008 Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd
Announcement on the adjustment of the company's 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.
Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as "the company") held the 12th meeting of the first board of directors and the 9th meeting of the first board of supervisors on February 16, 2022, and deliberated and adopted the proposal on matters related to the adjustment of the company's restricted stock incentive plan in 2021. The relevant matters are explained as follows: I. relevant approval procedures and information disclosure of the equity incentive plan
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. 2、 Reasons and results of adjustment
In view of all or part of the restricted shares to be granted to individuals in the company's incentive plan in 2021, According to the authorization of the general meeting of shareholders, the board of directors of the company held the 12th meeting of the first board of directors on February 16, 2022, deliberated and adopted the proposal on adjusting the matters related to the company's restricted stock incentive plan in 2021, and adjusted the number of incentive objects and shares to be granted in the incentive plan.
After this 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.
3、 Impact of this adjustment on the company
The company's adjustment of the list of incentive objects 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 independent directors of the company expressed their independent opinions on the proposal on adjusting matters related to the company's restricted stock incentive plan in 2021. The independent directors believe that:
1. The company's adjustment of the number of incentive objects and the number of shares to be granted in this incentive plan complies with the company law of the people's Republic of China, the securities law of the people's Republic of China, the administrative measures for equity incentive of listed companies (hereinafter referred to as the "administrative measures") and other laws, regulations and normative documents, as well as the relevant provisions on the adjustment of the incentive plan in this incentive plan, The necessary procedures have been performed. 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.
2. When the board of directors of the company deliberated on the relevant proposals, the related directors have avoided voting on the relevant proposals in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the administrative measures and other laws, regulations, rules and normative documents, as well as the relevant provisions of the articles of association of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd., and the deliberation and decision-making procedures of the board of directors are legal Compliance.
3. The adjusted incentive objects have the qualifications specified in the administrative measures, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) and other laws, regulations and normative documents, as well as the articles of association of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd., meet the incentive object conditions specified in the incentive plan, and there is no situation that they are not allowed to become incentive objects, The subject qualification of incentive objects is legal and effective.
In conclusion, all independent directors of the company agree to the company's adjustment of matters related to the restricted stock incentive plan in 2021.
5、 Opinions of the board of supervisors
The board of supervisors of the company held the 9th meeting of the first session of the board of supervisors on February 16, 2022, deliberated and approved the proposal on adjusting the matters related to the company's restricted stock incentive plan in 2021, and agreed to adjust the number of incentive objects to be granted and the number of shares to be granted in the incentive plan. After deliberation, the board of supervisors believes that the adjustment of the number of incentive objects and the number of granted shares of the restricted stock incentive plan in 2021 complies with the relevant provisions of the administrative measures and other laws and regulations, normative documents, the company's restricted stock incentive plan in 2021 (Draft) and its abstract, the scope of authorization of the general meeting of shareholders, and the adjustment procedure is legal and compliant, There is no circumstance that damages the interests of shareholders of the company. The adjusted incentive objects comply with the conditions stipulated in the management measures and other relevant laws, regulations and normative documents, and the incentive object conditions stipulated in the company's 2021 restricted stock incentive plan (Draft) and its abstract and other relevant documents. They are legal and effective as the incentive objects of this incentive plan. Therefore, the board of supervisors agreed to adjust the number of incentive objects to be granted in this incentive plan to 530 and the number of restricted shares to 84421080.
6、 Opinion of independent financial advisor
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. believes that as of February 16, 2022, the adjustment of this incentive plan has obtained the necessary approval and authorization, which is in line with the provisions of relevant laws, regulations and policy documents such as the administrative measures, the Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) and the relevant provisions of this incentive plan.
7、 Conclusion of legal opinion
Beijing Zhonglun (Shanghai) law firm believes that the adjustment of the company's incentive plan has obtained the necessary approval and authorization at this stage; The adjustment of the company's incentive plan complies with the management measures and the relevant provisions of the incentive plan.
It is hereby announced.
Board of directors of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. February 18, 2022
