Securities code: Bece Legend Group Co.Ltd(000803) securities abbreviation: Bece Legend Group Co.Ltd(000803) Announcement No.: 2022038 Bece Legend Group Co.Ltd(000803)
On adjusting the first grant of the second phase restricted stock incentive plan
Announcement of list and number of incentive objects
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.
Bece Legend Group Co.Ltd(000803) (hereinafter referred to as "the company") held the 50th meeting of the 10th board of directors and the 29th meeting of the 10th board of supervisors on March 4, 2022, deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time in the second phase of restricted stock incentive plan. In accordance with the relevant provisions of the administrative measures for equity incentive of listed companies (hereinafter referred to as the administrative measures), the company's phase II restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan" or "this incentive plan") and the authorization of the first extraordinary general meeting of shareholders in 2022, The board of directors of the company has adjusted the list and number of incentive objects granted for the first time in the incentive plan, and now the relevant matters are explained as follows:
1、 Decision making procedures and approval of this incentive plan
(I) January 24, 2022, At the 47th meeting of the 10th board of directors of the company, the proposal on the company's second phase restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's second phase restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company's second phase restricted stock incentive plan were considered and adopted , related directors abstained from voting on relevant proposals, and independent directors expressed independent opinions on this incentive plan. On the same day, the 28th meeting of the 10th board of supervisors of the company deliberated and adopted the proposal on the company's second phase restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's second phase restricted stock incentive plan, and the proposal on verifying the list of incentive objects of the company's second phase restricted stock incentive plan. (II) on January 25, 2022, the company disclosed the announcement on public solicitation of entrusted voting rights by independent directors. According to the entrustment of other independent directors of the company, independent director Li Heng, as the collector, solicited voting rights from all shareholders of the company on the relevant proposals of the second phase of the company's restricted stock incentive plan deliberated at the first extraordinary general meeting in 2022.
(III) on January 25, 2022, the company publicized the list of incentive objects within the company through OA system from January 25, 2022 to February 7, 2022. During the publicity period, the company did not receive any objection to the proposed incentive objects. On February 9, 2022, the company disclosed the review opinions and publicity statement on the list of incentive objects first granted by the company's phase II restricted stock incentive plan. (IV) February 16, 2022, The company's first extraordinary general meeting in 2022 deliberated and passed the proposal on the company's second phase restricted stock incentive plan (Draft) and its summary, the proposal on the company's measures for the implementation and assessment of the second phase restricted stock incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the second phase restricted stock incentive plan, On February 17, 2022, the company disclosed the self inspection report on the trading of the company's shares by insiders with inside information of the second restricted stock incentive plan.
(V) the company held the 50th meeting of the 10th board of directors and the 29th meeting of the 10th board of supervisors on March 4, 2022, The meeting deliberated and approved the proposal on adjusting the list and number of incentive objects granted for the first time in the second phase of restricted stock incentive plan and the proposal on granting restricted shares to incentive objects of the second phase of restricted stock incentive plan for the first time. According to the authorization of the company's first extraordinary general meeting in 2022, the board of directors of the company adjusted the list of incentive objects and the number of granted shares of the incentive plan, determined that the grant date of restricted shares of the incentive plan was March 4, 2022, and granted 9 million restricted shares to 131 incentive objects who met the conditions at the grant price of 11.02 yuan / share. The independent directors expressed their independent opinions on the relevant proposals, and the board of supervisors issued verification opinions on the grant date of the incentive plan and the list of incentive objects.
2、 List of incentive objects and quantity adjustment of the company's phase II restricted stock incentive plan
Among the incentive objects to be granted by the company in this incentive plan, 13 incentive objects voluntarily give up subscribing for the restricted shares to be granted by the company due to personal reasons, and 2 incentive objects no longer meet the incentive object qualification of this incentive plan due to resignation. According to the relevant provisions of the company's phase II restricted share incentive plan and the authorization of the company's first extraordinary general meeting in 2022, The board of directors agrees to adjust the list and number of incentive objects granted for the first time in this incentive plan. The specific adjustment contents are as follows: the number of incentive objects granted for the first time in the incentive plan is adjusted from 146 to 131. The restricted stock shares generated by the resignation of the incentive object and the voluntary abandonment of subscription for personal reasons of the incentive object are distributed to other existing incentive objects. The number of restricted stock shares granted for the first time remains unchanged, still 9 million A-share common shares. The reserved grant part is changed from 2.249 million shares to 2.2 million shares, and the total number of restricted shares granted under the incentive plan is adjusted from 11.249 million shares to 11.2 million shares.
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.
3、 Impact of adjustment on the company
The company's adjustment of the list of incentive objects and the number of awards in the second phase of the incentive plan complies with the relevant provisions of the management measures and the company's incentive plan. This adjustment will not have a substantive impact on the company's financial status and operating results.
4、 Opinions of independent directors and board of supervisors
(I) opinions of independent directors
The company has fulfilled the necessary review procedures for the adjustment of the list of incentive objects and the number of awards of the second phase of restricted stock incentive plan, which is in line with the administrative measures and the provisions on adjustment matters in this incentive plan. This adjustment is within the scope of authorization given to the board of directors by the company's first extraordinary general meeting in 2022. The adjustment procedure is legal and compliant, and there is no damage to the interests of the company and all shareholders. Therefore, the independent directors of the company agree to adjust the list and number of incentive objects of the company's phase II restricted stock incentive plan.
(II) opinions of the board of supervisors
After review, the board of supervisors held that: after adjustment, the number of incentive objects granted by the company was adjusted from 146 to 131, and the number of restricted shares granted in this incentive plan was adjusted from 11.249 million to 11.2 million. The adjusted incentive objects met the incentive object conditions specified in the management measures, incentive plan and other relevant documents, As the incentive object of this incentive plan, it is legal and effective.
This adjustment complies with the relevant provisions of the management measures and the incentive plan, and there is no case that damages the interests of the company's shareholders.
The board of supervisors agreed to adjust the list and number of incentive objects of the company's phase II restricted stock incentive plan.
5、 Lawyer's opinion
The lawyer of Shanghai jintiancheng 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 has 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 stock listing rules of Shenzhen Stock Exchange and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - business handling.
6、 Documents for future reference
1. Resolutions of the 50th meeting of the 10th board of directors;
2. Resolutions of the 29th meeting of the 10th board of supervisors;
3. Independent opinions of independent directors on the matters of the 50th meeting of the 10th board of directors;
4. Verification opinions of the board of supervisors on matters related to the granting of restricted shares to the incentive objects of the second phase of the restricted stock incentive plan;
5. Legal opinion of Shanghai jintiancheng law firm on Bece Legend Group Co.Ltd(000803) adjusting the first incentive object and granted amount of the second phase restricted stock incentive plan.
It is hereby announced.
Bece Legend Group Co.Ltd(000803) board of directors
March 4, 2022
