Securities code: 002609 securities abbreviation: Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609) Announcement No.: 2022-017 Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609)
About adjusting the company’s 2021 stock option and restricted stock incentive plan
Announcement of relevant matters
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 Jieshun Science And Technology Industry Co.Ltd(002609) (hereinafter referred to as “the company”) successively held the 21st Meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors on February 25, 2022, and deliberated and adopted the proposal on matters related to the adjustment of the company’s 2021 stock option and restricted stock incentive plan, In view of the voluntary waiver of subscription qualification of some proposed incentive objects due to resignation or personal reasons, according to the relevant authorization of the general meeting of shareholders, the board of directors of the company agreed to adjust the list of incentive objects and the number of rights and interests granted for the first time by the company’s 2021 stock option and restricted stock incentive plan (hereinafter referred to as “this incentive plan”). The details are as follows:
1、 The approval procedures for this incentive plan have been fulfilled
1. On October 28, 2021, the company held the 19th meeting of the 5th board of directors, deliberated and adopted the proposal on the company’s 2021 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on the measures for the administration of the implementation and assessment of the company’s 2021 stock option and restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to stock options and restricted stock incentive plans. On the same day, the company held the 17th meeting of the 5th board of supervisors, deliberated and adopted the proposal on the company’s 2021 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on the measures for the administration of the implementation and assessment of the company’s 2021 stock option and restricted stock incentive plan Proposal on verifying the list of incentive objects first granted by the company’s 2021 stock option and restricted stock incentive plan. The independent directors and the board of supervisors of the company have expressed independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether it damages the interests of the company and all shareholders, and the intermediary Beijing Yingke (Shenzhen) law firm has issued a special legal opinion.
2. From October 29, 2021 to November 7, 2021, the company publicized the names and positions of the incentive objects first granted by the incentive plan on the company’s internal OA platform. During the publicity period, the company’s supervisors
The meeting did not receive any objection related to the proposed incentive objects of this incentive plan. On January 8, 2022, the board of supervisors of the company issued the verification opinions and publicity statement on the list of incentive objects granted for the first time by the company’s stock option and restricted stock incentive plan in 2021. After verification, the board of supervisors of the company considered that the proposed incentive objects listed in the incentive plan met the conditions specified in relevant laws, regulations and normative documents, As the incentive object of this incentive plan, it is legal and effective.
3. On January 25, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on the company’s 2021 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on the measures for the administration of the implementation and assessment of the company’s 2021 stock option and restricted stock incentive plan In the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to stock options and restricted stock incentive plans, the intermediary Beijing Yingke (Shenzhen) law firm issued corresponding legal opinions. On the same day, the company released the self inspection report on the trading of company shares by insiders and incentive objects of the 2021 equity incentive plan.
4. On February 25, 2022, the company held the 21st Meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors, deliberated and adopted the proposal on matters related to the adjustment of the company’s 2021 stock option and restricted stock incentive plan Proposal on granting stock options and restricted stocks to the incentive objects of the company’s 2021 stock option and restricted stock incentive plan for the first time. The independent directors of the company issued relevant independent opinions, and the board of supervisors of the company issued relevant verification opinions. The intermediary Beijing Yingke (Shenzhen) law firm issued a special legal opinion.
2、 Description of this adjustment
Whereas, among the first incentive objects determined in the company’s 2021 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”), 28 incentive objects voluntarily give up the subscription of all stock options and restricted shares to be granted due to resignation or their own reasons. According to the relevant authorization of the general meeting of shareholders, the board of directors of the company agreed to adjust the list of incentive objects and the number of rights and interests granted for the first time in this incentive plan.
The incentive objects granted for the first time in this incentive plan are adjusted from 619 to 591. The total number of rights and interests granted to incentive objects in this incentive plan is 16 million. The total number of rights and interests remains unchanged before and after adjustment, and the number of reserved rights and interests does not exceed 20% of the total number of rights and interests granted in this incentive plan. Among them, the number of first granted rights and interests was adjusted from 14.68 million to 14.121 million, and the number of reserved granted rights and interests was adjusted from 1.32 million to 1.879 million. The equity granted by this incentive plan involves two parts: stock options and restricted stocks. The details are as follows:
(I) stock options
The incentive objects of stock options granted for the first time in this incentive plan are adjusted from 619 to 591, and the number of stock options granted is 9.6 million, of which the number of stock options granted for the first time is adjusted from 8.888 million to 8.4726 million, and the number of reserved stock options granted is adjusted from 792000 to 1.1274 million.
(II) restricted stock
In this incentive plan, the number of incentive objects granted restricted shares for the first time was adjusted from 619 to 591, and the number of restricted shares granted was 6.4 million, of which the number of restricted shares granted for the first time was adjusted from 5.872 million to 5.6484 million, and the number of reserved restricted shares granted was adjusted from 528000 to 751600. In addition to the above adjustments, there is no difference between this incentive plan and the incentive plan approved at the first extraordinary general meeting of shareholders in 2022.
3、 Impact of this adjustment on the company
The adjustment of the company’s incentive plan complies with the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – business handling (hereinafter referred to as the “self regulatory guidelines No. 1”) The Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) and the incentive plan (Draft) and other relevant provisions.
The company’s adjustment of the list of incentive objects and the number of rights and interests granted for the first time in this incentive plan will not have a material impact on the company’s financial status and operating results, and there is no damage to the interests of the company and its shareholders.
4、 Opinions of independent directors
After review, the independent directors of the company believe that the adjustment of the list of incentive objects and the number of rights and interests granted for the first time in this incentive plan complies with the administrative measures and relevant laws and regulations, and the decisions made have fulfilled the necessary approval procedures; The adjusted incentive object has the qualification specified in the company law, securities law, articles of association and other laws, regulations and normative documents, meets the incentive object conditions specified in the management measures, and its subject qualification as the incentive object of this incentive plan is legal and effective. Therefore, we agree that the company will adjust the list of incentive objects and the number of rights and interests granted for the first time in this incentive plan accordingly.
5、 Opinions of the board of supervisors
After verification, the board of supervisors of the company believes that: according to the management measures and other relevant laws, regulations, normative documents and the provisions of the incentive plan (Draft), some incentive objects granted for the first time in the incentive plan voluntarily give up the subscription of all stock options and restricted shares to be granted due to resignation or personal reasons, The board of directors of the company adjusted the list of incentive objects and the number of rights and interests granted for the first time in this incentive plan accordingly. This adjustment is legal. The final incentive objects after this adjustment are employees in the company (including holding subsidiaries), which is in line with the interests of the company and all shareholders, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders, The board of directors of the company has carried out corresponding deliberation procedures for the adjustment of the incentive plan, which is in line with the relevant provisions of the administrative measures and self regulatory guide No. 1, and agreed to the adjustment of the list of incentive objects and the number of rights and interests granted for the first time in the incentive plan.
6、 Concluding observations of legal opinions
Beijing Yingke (Shenzhen) law firm issued a legal opinion on the relevant matters of this adjustment and grant, and believed that as of the date of this legal opinion, the company’s incentive plan had obtained the necessary approval and authorization at this stage; Necessary internal decision-making procedures have been performed for this adjustment; The conditions of this grant have been fulfilled; The granting date determined by the board of directors of the company complies with the relevant provisions of the company law, the securities law, the administrative measures and the incentive plan (Draft); The incentive object, quantity and price granted this time comply with the relevant provisions of the administrative measures and the incentive plan (Draft); This adjustment and this grant have fulfilled the necessary information disclosure obligations in accordance with the provisions of the administrative measures, the listing rules and the self regulatory guide No. 1.
7、 Documents for future reference
1. Resolution of the 21st Meeting of the 5th board of directors of the company;
2. Resolution of the 19th meeting of the 5th board of supervisors of the company;
3. Independent opinions of independent directors of the company on matters related to the 21st Meeting of the Fifth Board of directors; 4. Legal opinion of Beijing Yingke (Shenzhen) law firm on the adjustment and grant of stock option and restricted stock incentive plan in Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609) 2021; 5. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Shenzhen Jieshun Science And Technology Industry Co.Ltd(002609)
Board of directors
February 26, 2002
