Securities code: Jack Sewing Machine Co.Ltd(603337) securities abbreviation: Jack Sewing Machine Co.Ltd(603337) Announcement No.: 2022019 Jack Technology Co., Ltd
On the adjustment of 2022 stock option and restricted stock incentive plan
Announcement on the number and number of incentive objects granted for the first time
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. 1、 Decision making procedures and approval of stock option and restricted stock incentive plan in 2022
1. On January 20, 2022, the company held the 23rd Meeting of the 5th board of directors, which deliberated and adopted the proposal on the company's 2022 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on the company's assessment management measures for the implementation of 2022 stock option and restricted stock incentive plan The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and the proposal on director Ruan Linbing as the object of equity incentive. The independent directors of the company expressed independent opinions on the relevant proposals of this incentive plan.
2. On January 20, 2022, the company held the 17th meeting of the 5th board of supervisors, which deliberated and adopted the proposal on the company's stock option and restricted stock incentive plan in 2022 (Draft) and its summary Proposal on the management measures for the implementation and assessment of the 2022 stock option and restricted stock incentive plan of the company and proposal on verifying the list of some incentive objects granted by the 2022 stock option and restricted stock incentive plan for the first time of the company.
3. From January 21, 2022 to February 9, 2022, the company publicized the list of incentive objects granted for the first time in the company's internal system. 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 February 11, 2022, the board of supervisors of the company disclosed the review opinions and publicity statement of the board of supervisors on the list of incentive objects of the company's 2022 stock option and restricted stock incentive plan.
4. On February 10, 2022, the company held the 24th Meeting of the 5th board of directors, which deliberated and adopted the proposal on the company's stock option and restricted stock incentive plan in 2022 (Revised Draft) and its summary The independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan in the first extraordinary general meeting of the company in 2022.
5. On February 10, 2022, the company held the 18th meeting of the 5th board of supervisors, which deliberated and adopted the proposal on the company's stock option and restricted stock incentive plan in 2022 (Revised Draft) and its summary.
6. On February 21, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on the company's stock option and restricted stock incentive plan in 2022 (Revised Draft) and its summary, and the proposal on the company's measures for the administration of the assessment of the implementation of stock option and restricted stock incentive plan in 2022 According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and the proposal on director Ruan Linbing as the object of equity incentive, the company immediately disclosed the self inspection report on the trading of shares of the company by insiders with inside information of stock option and restricted stock incentive plan in 2022.
7. On March 4, 2022, the company held the 25th meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors, deliberated and adopted the proposal on adjusting the number and number of incentive objects granted for the first time under the 2022 stock option and restricted stock incentive plan In the proposal on granting stock options and restricted stocks to the incentive objects of the stock option and restricted stock incentive plan in 2022 for the first time, the independent directors of the company expressed independent opinions on relevant matters, and the board of supervisors verified the granting matters.
2、 Reasons and results of adjustment
Whereas, among the incentive objects originally granted for the first time in the company's 2022 stock option and restricted stock incentive plan, 11 incentive objects voluntarily gave up all their rights and interests, including 134000 stock options and 134000 restricted shares; Six incentive objects voluntarily gave up part of their rights and interests, including 30000 stock options and 30000 restricted shares. To sum up, a total of 17 incentive objects were granted for the first time, giving up 164000 stock options and 164000 restricted shares.
The company held the 25th meeting of the 5th board of directors on March 4, 2022, deliberated and approved the proposal on adjusting the number and number of incentive objects granted for the first time by the stock option and restricted stock incentive plan in 2022, and agreed to adjust the number and number of incentive objects granted for the first time by the incentive plan. After the adjustment, the number of incentive objects granted for the first time was adjusted from 219 to 208, the number of stock options granted for the first time was adjusted from 3.857 million to 3.693 million, and the number of restricted shares granted for the first time was adjusted from 3.857 million to 3.693 million.
According to the authorization of the company's first extraordinary general meeting in 2022, this adjustment is within the scope of authorization and can be approved by the board of directors of the company without submitting it to the general meeting of shareholders for deliberation again.
In addition to the above adjustments, other contents of the 2022 stock option and restricted stock incentive plan implemented this time are consistent with the incentive plan deliberated and approved by the company's first extraordinary general meeting in 2022. The independent directors of the company have expressed unanimous independent opinions on relevant matters, and the board of supervisors of the company has verified the adjusted list of incentive objects again and expressed explicit consent.
3、 Impact of this adjustment on the company
The company's adjustment of the number and number of incentive objects granted for the first time in the incentive plan will not have a material impact on the company's financial status and operating results.
4、 Opinions of independent directors
The company's adjustment of the number of incentive objects and the number of incentives granted for the first time in the 2022 stock option and restricted stock incentive plan has been authorized by the company's first extraordinary general meeting in 2022. The resolution made is legal and effective, which is conducive to the sustainable development of the company and does not harm the interests of the company and all shareholders, It complies with the relevant provisions of laws and regulations such as the measures for the administration of equity incentive of listed companies and the company's 2022 stock option and restricted stock incentive plan, and has fulfilled the necessary approval procedures.
To sum up, we agree that the company will adjust the number of incentive objects and the number of awards granted for the first time in 2022 under the stock option and restricted stock incentive plan.
5、 Opinions of the board of supervisors
The board of supervisors believes that the adjustment of the number of incentive objects and the number of incentives granted for the first time in this incentive plan complies with the provisions of relevant laws and regulations such as the measures for the administration of equity incentive of listed companies and the relevant provisions of the company's 2022 stock option and restricted stock incentive plan, and there is no situation that damages the interests of the company's shareholders; The adjusted incentive object meets the conditions as an incentive object stipulated by relevant laws and regulations, and the subject qualification is legal and effective. Therefore, it is agreed that the company will adjust the number of incentive objects and the number of awards in this incentive plan. 6、 Concluding observations of legal opinions
Beijing Guofeng law firm believes that as of the date of issuance of this legal opinion, Jack Sewing Machine Co.Ltd(603337) the adjustment of incentive objects and grant quantity of this incentive plan has obtained the necessary approval and authorization, and the adjustment procedures and contents comply with the provisions of the administrative measures and the equity incentive plan (Revised Draft).
It is hereby announced.
Board of directors of Jack Technology Co., Ltd. March 5, 2022
