Securities code: Ningbo Sanxing Medical Electric Co.Ltd(601567) securities abbreviation: Ningbo Sanxing Medical Electric Co.Ltd(601567) Announcement No.: pro 2022022 Ningbo Sanxing Medical Electric Co.Ltd(601567)
On adjusting the fifth restricted stock incentive plan of the company
Announcement of the list of incentive objects and the number of awards
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
● number of incentive objects granted with restricted shares for the first time: adjusted from 170 to 159.
● number of restricted shares: the total number is adjusted from 9.9 million shares to 9.522 million shares, of which the number of restricted shares granted for the first time is adjusted from 8 million shares to 7.622 million shares. The number of reserved restricted shares remains unchanged at 1.9 million shares, and the proportion of the adjusted reserved shares is 19.95% of the total number of restricted shares to be granted in this incentive plan.
Ningbo Sanxing Medical Electric Co.Ltd(601567) (hereinafter referred to as “the company”) held the 22nd Meeting of the 5th board of directors and the 17th meeting of the 5th board of supervisors on March 2, 2022, deliberated and adopted the proposal on adjusting the list of incentive objects and the number of grants of the 5th restricted stock incentive plan, In accordance with the provisions of Ningbo Sanxing Medical Electric Co.Ltd(601567) the fifth restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”) and the authorization of the company’s first extraordinary general meeting in 2022, the board of directors adjusted the list of incentive objects and the number of incentives granted for the first time in the fifth restricted stock incentive plan (hereinafter referred to as the “incentive plan”). The relevant matters are explained as follows:
1、 Decision making procedures and information disclosure performed
1. The fifth session of the board of directors on the incentive plan of the company and the executive summary of the fifth session of the board of directors on February 24, 2021 reviewed and approved the incentive plan of the company The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the fifth phase of the company’s restricted stock incentive plan and the proposal on convening the first extraordinary general meeting of shareholders in 2022, the related directors have avoided voting when considering relevant matters, and the independent directors of the company have expressed independent opinions on the relevant proposals of the incentive plan.
2. On January 24, 2022, the company held the 15th meeting of the 5th board of supervisors, deliberated and approved the proposal on the fifth restricted stock incentive plan (Draft) and its summary, and the proposal on the measures for the implementation and assessment of the fifth restricted stock incentive plan. The board of supervisors issued verification opinions on the relevant matters of the incentive plan. 3. From January 25, 2022 to February 10, 2022, the company publicized the list of incentive objects of the incentive plan internally. During the publicity period, the board of supervisors of the company did not receive any objection to the list of proposed incentive objects of the incentive plan. On February 12, 2022, the board of supervisors of the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects of the fifth restricted stock incentive plan.
4. On February 17, 2022, the first interim general meeting of shareholders on the incentive plan of the company was held and adopted Proposal on the measures for the implementation and assessment of the fifth restricted stock incentive plan and proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the fifth restricted stock incentive plan of the company.
5. On February 18, 2022, the company disclosed the self inspection report on insider trading of the company’s shares by insiders of the fifth restricted stock incentive plan.
6. On March 2, 2022, the company held the 22nd Meeting of the 5th board of directors and the 17th meeting of the 5th board of supervisors, deliberated and adopted the proposal on adjusting the list and number of incentive objects of the 5th restricted stock incentive plan and the proposal on granting restricted shares to the incentive objects of the 5th term stock incentive plan for the first time, The related directors have avoided voting when considering relevant matters, the independent directors of the company have expressed independent opinions on relevant matters, and the board of supervisors of the company has verified and expressed opinions on relevant matters. It is agreed to grant 7.622 million restricted shares to 159 eligible incentive objects for the first time on March 2, 2022. 2、 Adjustment of the list of incentive objects and the number of restricted shares granted this time
(I) adjustment reasons
Since 11 incentive objects voluntarily give up the restricted shares to be granted to them by the company for personal reasons, the company held the 22nd Meeting of the Fifth Board of directors in accordance with the relevant provisions of the incentive plan and the authorization of the first extraordinary general meeting of shareholders in 2022, The proposal on adjusting the list of incentive objects and the number of awards of the fifth restricted stock incentive plan was reviewed and approved, and the list of incentive objects and the number of awards granted for the first time in the incentive plan were adjusted. (II) adjustment contents
After adjustment, the incentive objects granted for the first time in the incentive plan are adjusted from 170 to 159; The total number of restricted shares to be granted in the incentive plan is adjusted from 9.9 million shares to 9.522 million shares, of which the number of restricted shares to be granted for the first time is adjusted from 8 million shares to 7.622 million shares, the number of reserved restricted shares remains unchanged at 1.9 million shares, and the proportion of the reserved shares after adjustment is 19.95% of the total number of restricted shares to be granted in the incentive plan.
In addition to the above adjustments, other contents of the incentive plan implemented this time are consistent with the relevant contents of the incentive plan deliberated and approved by the company’s first extraordinary general meeting of shareholders in 2022.
The list and distribution of incentive objects after adjustment are as follows:
This incentive plan is to be granted
Restricted shares to be granted
Name position proportion of total shares to total share capital on the announcement date
Quantity (10000 shares)
Percentage of (%)
Director, financial director
Liang songluan 50 5.25 0.04
blame others
Management personnel and key personnel
712.2 74.80 0.51
(158 persons in total)
Subtotal 762.2 80.05 0.54
Reserved 190 19.95 0.14
Total 952.2 100 0.68
Note: 1. The cumulative number of shares of the company granted by any incentive object of the incentive plan through all equity incentive plans within the validity period does not exceed 1% of the total share capital of the company on the date of announcement of the draft incentive plan.
2. The total number of subject shares involved in all equity incentive plans of the company within the validity period does not exceed 10% of the total share capital of the company on the announcement date of the draft incentive plan.
3. If there is any difference in the mantissa between the sum of partial total and each detailed number in this table, it is caused by rounding.
3、 Impact of this adjustment on the company
The company’s adjustment of the list of incentive objects and the number of awards in the incentive plan will not have a material impact on the company’s financial status and operating results.
4、 Opinions of the board of supervisors
The board of supervisors believes that the adjustment of the list and number of incentive objects granted for the first time complies with the provisions of relevant laws, regulations and normative documents such as the incentive plan and the measures for the administration of equity incentive of listed companies; The adjusted list of incentive objects complies with the scope of incentive objects specified in the incentive plan; This adjustment does not harm the interests of shareholders. Therefore, the board of supervisors agreed that the company should adjust the list and number of incentive objects granted for the first time in the fifth restricted stock incentive plan.
5、 Opinions of independent directors
The independent directors believe that the adjustment of the list and number of incentive objects granted for the first time complies with the provisions of relevant laws, regulations and normative documents such as the administrative measures for equity incentive of listed companies, the incentive objects comply with the scope of incentive objects specified in the company’s phase V restricted stock incentive plan (Draft), and the adjustment has been authorized by the general meeting of shareholders, The necessary procedures have been performed. Therefore, we believe that this adjustment complies with relevant regulations and agree with the board of directors to adjust the list and number of incentive objects granted for the first time involved in the fifth restricted stock incentive plan (Draft).
6、 Concluding observations of legal opinions
Shanghai jintiancheng (Hangzhou) law firm has issued a legal opinion on the adjustment of the company’s phase V restricted stock incentive plan and believes that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization for this adjustment at this stage; This adjustment complies with the relevant provisions of the measures for the administration of equity incentive of listed companies and the incentive plan (Draft).
It is hereby announced.
Ningbo Sanxing Medical Electric Co.Ltd(601567) board of directors March 3, 2002
