Securities code: 300506 securities abbreviation: Shenzhen Minkave Technology Co.Ltd(300506) Announcement No.: 2022-012 Shenzhen Minkave Technology Co.Ltd(300506)
Announcement on terminating the implementation of the restricted stock incentive plan in 2021
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Shenzhen Minkave Technology Co.Ltd(300506) (hereinafter referred to as “the company”) held the 11th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors on February 18, 2022, deliberated and adopted the proposal on terminating the implementation of the restricted stock incentive plan in 2021. The specific situation is hereby announced as follows:
1、 Relevant approval procedures for 2021 restricted stock incentive plan
1. On April 6, 2021, The 36th meeting of the third 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, the proposal on the measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021, and the proposal on submitting the shareholders’ meeting to authorize the board of directors to handle matters related to the company’s equity incentive plan. On the same day, the independent directors of the company expressed their independent opinions on agreeing to implement the equity incentive plan.
2. On April 6, 2021, the 29th meeting of the third session of the 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 implementation and assessment of the company’s restricted stock incentive plan in 2021 and the proposal on verifying the list of incentive objects of the company’s restricted stock incentive plan in 2021.
3. From April 7 to April 16, 2021, the company publicized the names and positions of the incentive objects within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects proposed in the incentive plan. On April 17, 2021, the company was on cninfo.com（ http://www.cn.info.com.cn. ）Explanation of the board of supervisors on the disclosure of incentive plan of the company in 2021.
4. On April 23, 2021, the company held the second extraordinary general meeting of shareholders in 2021, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan were reviewed and approved.
5. On April 27, 2021, the company held the 37th meeting of the third board of directors and the 30th meeting of the third board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects, and agreed that the grant date of the company’s incentive plan was April 27, 2021, And agreed to grant 25.48 million class II restricted shares to 145 incentive objects at the grant price of 2.5 yuan / share. On the same day, the independent directors of the company expressed their independent opinions and believed that the granting conditions specified in the incentive plan had been met, the subject qualification of the granted incentive object was legal and valid, and the determined granting date met the relevant provisions.
6. On February 18, 2022, the company held the 11th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors, deliberated and adopted the proposal on terminating the implementation of the restricted stock incentive plan in 2021, and the independent directors of the company expressed their independent opinions on the proposal.
2、 Reasons for terminating the implementation of this equity incentive plan
The internal and external environment faced by the company’s operation has changed greatly compared with the formulation of the equity incentive plan, resulting in the deviation between the expected operation of the company and the setting of the assessment indicators of the incentive plan. It will be difficult to achieve the expected incentive purpose and effect if we continue to implement the equity incentive plan.
Taking into account the company’s industry and its actual operation, recent market environment factors and the company’s future development strategic plan, after careful research, the board of directors of the company decided to terminate the implementation of the restricted stock incentive plan in 2021 and terminate the supporting documents such as Shenzhen Minkave Technology Co.Ltd(300506) 2021 restricted stock incentive plan (Draft), All class II restricted shares that have been granted but have not yet been vested shall be invalidated. 3、 Impact of termination of the equity incentive plan on the company and follow-up measures
The company’s termination of the implementation of the restricted stock incentive plan complies with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies and other relevant laws, regulations, normative documents and the articles of Association. The relevant share based payment expenses that need to be recognized when the company terminates the implementation of this incentive plan shall be handled by the Finance Department of the company in accordance with the accounting standards for Business Enterprises No. 11 – share based payment.
The company’s termination of the implementation of the restricted stock incentive plan will not damage the interests of the company and all shareholders, will not have a significant adverse impact on the company’s daily operation and future development, nor will it affect the diligence of the company’s management and core technology (business) backbone.
According to Article 52 of the measures for the administration of equity incentive of listed companies: “if the general meeting of shareholders or the board of directors of a listed company deliberates and approves the resolution to terminate the implementation of the equity incentive plan, or the general meeting of shareholders fails to approve the equity incentive plan, the listed company shall not reconsider the equity incentive plan within 3 months from the date of announcement of the resolution”. The company promises not to review the equity incentive plan within 3 months from the date of announcement of the resolution of the general meeting of shareholders to terminate the implementation of the restricted stock incentive plan.
The company will continue to fully mobilize the enthusiasm of the company’s managers and core employees by optimizing the salary system and improving the performance appraisal system. In addition, the company will, in combination with relevant laws, regulations and the actual situation of the company, choose the opportunity to launch an effective incentive plan, improve the company’s long-term incentive mechanism, attract and retain excellent talents and promote the healthy development of the company.
4、 Terminate the approval procedure for the implementation of this incentive plan
1. The company held the 11th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors on February 18, 2022, and deliberated and adopted the proposal on terminating the implementation of the restricted stock incentive plan in 2021. 2. According to Article 51 of the measures for the administration of equity incentive of listed companies: “if a listed company terminates the implementation of equity incentive after the equity incentive plan is deliberated and approved by the general meeting of shareholders, it shall be deliberated and decided by the general meeting of shareholders.” The above termination matters of the company have been deliberated and approved by the board of directors of the company and need to be submitted to the general meeting of shareholders for deliberation.
5、 Opinions of the board of supervisors
After review, the board of supervisors believes that the relevant procedures for terminating the 2021 restricted stock incentive plan comply with the provisions of relevant laws, regulations and normative documents. The termination of the incentive plan does not involve repurchase, does not damage the interests of the company and all shareholders, and will not have a significant impact on the company’s operating performance and financial status, It will not affect the diligence of the company’s management team. It is agreed that the company will terminate the 2021 restricted stock incentive plan, and all the class II restricted shares that have been granted but not yet vested will be invalidated.
6、 Opinions of independent directors
After review, the company has fulfilled the necessary approval and authorization at this stage for the termination of the incentive plan. The reasons for the implementation of the company’s equity incentive plan (2021) and the restrictions on the implementation of the company’s equity incentive plan (2021). The termination of this incentive plan will not have a substantial impact on the company’s operation, will not affect the diligence of the company’s management team and core backbone, and will not damage the interests of the company and all shareholders.
In conclusion, we unanimously agree that the company will terminate the implementation of the restricted stock incentive plan in 2021.
7、 Lawyer’s opinion
Guohao law firm (Tianjin) believes that as of the date of issuance of this legal opinion, the company has performed the necessary legal procedures and obtained approval to terminate the implementation of this incentive plan. The termination of this incentive plan does not harm the interests of the company and all shareholders, and complies with the company law, securities law, administrative measures and other relevant laws and administrative regulations Relevant provisions of normative documents; The termination of the incentive plan by the company needs to be submitted to the general meeting of shareholders for deliberation and approval, and fulfill the obligation of information disclosure in accordance with the management measures and other relevant laws, administrative regulations and the relevant provisions of Shenzhen Stock Exchange.
8、 Documents for future reference
1. Resolutions of the 11th meeting of the 4th board of directors;
2. Resolutions of the 10th meeting of the 4th board of supervisors;
3. Independent opinions of independent directors on matters related to the 11th meeting of the Fourth Board of directors;
4. Legal opinion of Guohao law firm on the termination of the implementation of Shenzhen Minkave Technology Co.Ltd(300506) 2021 restricted stock incentive plan.
It is hereby announced.
Shenzhen Minkave Technology Co.Ltd(300506) board of directors February 18, 2022
