Securities code: Shandong Link Science And Technology Co.Ltd(001207) securities abbreviation: Shandong Link Science And Technology Co.Ltd(001207) Announcement No.: 2022024 Shandong Link Science And Technology Co.Ltd(001207)
With regard to the announcement on the completion of the grant registration of the restricted stock incentive plan in 2022, 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:
● listing date of restricted stocks: March 11, 2022
● number of restricted shares granted for the first time: 1.86 million shares
In accordance with the measures for the administration of equity incentive of listed companies issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), Shenzhen Stock Exchange, Shenzhen Branch of China Securities Depository and Clearing Co., Ltd, Shandong Link Science And Technology Co.Ltd(001207) (hereinafter referred to as "the company") has completed the grant registration of the restricted stock incentive plan (hereinafter referred to as "the incentive plan" and "the plan") in 2022. After the grant registration, the total share capital of the company has increased from 182000000 shares to 183860000 shares.
The announcement is now explained as follows:
1、 Restricted stock grants
(I) implemented decision-making procedures and information disclosure
1. On January 12, 2022, The fifth meeting of the second session of the board of directors of the company deliberated and approved the proposal on Shandong Link Science And Technology Co.Ltd(001207) 2022 restricted stock incentive plan (Draft) and its summary, the proposal on Shandong Link Science And Technology Co.Ltd(001207) 2022 restricted stock incentive plan implementation assessment management measures, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the equity incentive plan and other proposals, The independent directors of the company expressed independent opinions on relevant matters.
2. On January 12, 2022, The fourth meeting of the second session of the board of supervisors of the company deliberated and approved the proposal on Shandong Link Science And Technology Co.Ltd(001207) 2022 restricted stock incentive plan (Draft) and its summary, the proposal on Shandong Link Science And Technology Co.Ltd(001207) 2022 restricted stock incentive plan implementation assessment management measures, the proposal on verifying the list of incentive objects of Shandong Link Science And Technology Co.Ltd(001207) 2022 restricted stock incentive plan and other proposals, The board of supervisors issued verification opinions on relevant matters.
3. From January 13, 2022 to January 23, 2022, the company publicized the list of incentive objects and positions granted by the incentive plan for the first time. During the publicity period, the board of supervisors of the company did not receive any objection related to the proposed incentive objects of the incentive plan. On January 24, 2022, the company disclosed the verification opinions and publicity statement of Shandong Link Science And Technology Co.Ltd(001207) board of supervisors on the list of objects of the company's restricted stock incentive plan in 2022.
4. On January 28, 2022, The company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on Shandong Link Science And Technology Co.Ltd(001207) 2022 restricted stock incentive plan (Draft) and its summary, the proposal on Shandong Link Science And Technology Co.Ltd(001207) 2022 restricted stock incentive plan implementation assessment management measures ", the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the equity incentive plan and other proposals, On January 29, 2022, the company disclosed Shandong Link Science And Technology Co.Ltd(001207) the self inspection report on the trading of the company's shares by insiders of the restricted stock incentive plan in 2022.
5. On February 17, 2022, the sixth meeting of the second board of directors and the fifth meeting of the second board of supervisors deliberated and adopted the proposal on adjusting the list and number of incentive objects and the proposal on granting restricted shares to incentive objects for the first time. In view of the fact that five incentive objects give up all or part of the subscription of the restricted shares due to resignation or personal reasons, the board of directors of the company will adjust the list of incentive objects and the number of incentives granted for the first time in the incentive plan according to the authorization of the general meeting of shareholders; The board of directors of the company considered that the conditions for the first grant of the restricted stock incentive plan in 2022 had been met, and decided to grant 1.86 million restricted shares to 101 incentive objects on February 17, 2022 at a price of 11.17 yuan / share. The independent directors of the company expressed their independent opinions on relevant matters, The board of supervisors checked the relevant implementation and issued verification opinions.
(II) the difference between the incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders. In view of the five incentive objects determined in the incentive plan (Draft) of the company voluntarily give up the subscription of all or part of the restricted shares granted to them due to resignation or personal reasons, a total of 20000 shares. According to 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 grants of the company's restricted stock incentive plan in 2022. After this adjustment, the number of incentive objects granted for the first time was adjusted from 106 to 101, and the number of restricted shares granted for the first time was adjusted from 1.88 million to 1.86 million.
In addition to the above adjustments, other contents of the incentive plan implemented this time are consistent with the equity incentive plan deliberated and approved by the first extraordinary general meeting of shareholders in 2022.
(III) statement of the board of directors on meeting the grant conditions
According to the provisions on the grant conditions in the Shandong Link Science And Technology Co.Ltd(001207) 2022 restricted stock incentive plan (Draft), the company grants restricted shares to the incentive object only when the following conditions are met at the same time; On the contrary, if any of the following grant conditions are not met, restricted shares cannot be granted to the incentive object. 1. The company is not under any of the following circumstances:
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(2) The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
2. The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
After careful verification, the board of directors of the company believes that the company and its incentive objects do not have the situation that restricted shares cannot be granted as stipulated in the incentive plan and relevant laws and regulations. The incentive objects to be granted restricted shares meet the conditions for granting restricted shares stipulated in the incentive plan, and the conditions for granting restricted shares in the incentive plan have been met. Agree to grant 1.86 million restricted shares to 101 incentive objects.
(IV) specific conditions of the first grant
1. Grant date: February 17, 2022
2. Number of shares granted: 1.86 million
3. Number of persons granted: 101
4. Grant price: 11.17 yuan / share
5. Stock source: the stock source involved in the incentive plan is the company's directional issuance of A-share common shares to the incentive object
6. Validity period, locking period and unlocking arrangement of incentive plan:
(1) Validity period of this incentive plan
The validity period of the plan shall be no more than 48 months from the completion of the registration of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased.
(2) Sales restriction period of this incentive plan
The sales restriction period of restricted shares granted under the plan is 12 months, 24 months and 36 months respectively from the date of completion of the registration of the first grant. The restricted period of restricted shares reserved for grant shall be determined according to the year of grant.
The restricted shares granted to the incentive object under the plan shall not be transferred, used for guarantee or debt repayment before the restriction is lifted. The capital reserve obtained by the incentive object due to the granted restricted shares that have not yet been lifted for sale is converted into share capital, distributed stock dividends, stock subdivision and other shares. At the same time, the shares are restricted for sale according to the plan, and shall not be sold in the secondary market or transferred in other ways. The period of lifting the restriction on sale of these shares is the same as that of lifting the restriction on sale of restricted shares. After the expiration of the restriction, the company will handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction. The restricted shares held by the incentive objects who do not meet the conditions for lifting the restriction will be repurchased and cancelled by the company.
(3) Arrangements for the lifting of the sales restriction period of the incentive plan
The release period of restricted shares granted under the plan and the release schedule of each period are as follows: 1) the release period of restricted shares granted for the first time and the release schedule of each period
Time for lifting the restrictions for the first time
The first cancellation is the first trading day after 12 months from the date of completion of the first grant registration
The last 30% within 24 months from the date of completion of the first grant registration
End of trading day
The second cancellation is the first trading day 24 months after the completion of the first grant registration
The last 30% within 36 months from the date of completion of the first grant registration
End of trading day
The third cancellation is the first trading day 36 months after the completion of the first grant registration
The last 40% within 48 months from the date of completion of the first grant registration
End of trading day
2) The release period of the reserved restricted shares and the release schedule of each period
① It is assumed that the reserved portion of restricted shares granted in 2022 will be released
Time and proportion of sales restrictions lifted
The first cancellation is the first payment after 12 months from the date of completion of the grant registration of the reserved part
30% within 24 months from the date of exchange to the date of completion of the grant registration of the reserved part
The sales restriction period ends on the last trading day
The second cancellation shall be the first payment after 24 months from the date of completion of the grant registration of the reserved part
30% within 36 months from the trading date of the restricted period to the date of completion of the grant registration of the reserved part
End of the last trading day
The third cancellation shall be the first payment after 36 months from the date of completion of the grant registration of the reserved part
40% within 48 months from the trading date of the restricted period to the date of completion of the grant registration of the reserved part
End of the last trading day
② It is assumed that the reserved restricted shares will be granted in 2023
Reserved part of the time for lifting the restrictions on sales proportion of the lifting of the restrictions on sales arrangement
For the first cancellation, 50% of the first payment after 12 months from the date of completion of the grant registration of the reserved part
Within 24 months from the date of exchange of the restricted sale period to the date of completion of the grant registration of the reserved part
End of the last trading day
The first payment after 24 months from the date of completion of the grant registration of the reserved part
50% within 36 months from the second cancellation date to the completion of the registration of the grant of the reserved part
The sales restriction period ends on the last trading day
(4) Conditions for lifting the restrictions on the sale of restricted shares
During the period of lifting the restriction, the restricted shares granted to the incentive object can be lifted only when the following conditions are met:
1) The company is not under any of the following circumstances:
① The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
② The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
③ Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
④ Equity incentive is not allowed according to laws and regulations;
⑤ Other circumstances recognized by the CSRC.
2) The incentive object does not have any of the following situations:
① Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
② In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
③ Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
④ Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
⑤ Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
⑥ Other circumstances recognized by the CSRC.
If the provisions of Article 1) above are not met, the plan will be terminated, and all restricted shares granted to all incentive objects that have not been lifted will be repurchased and cancelled by the company at the grant price; If the incentive object is personally responsible for the above circumstances, the restricted shares granted to it that have not been lifted shall be repurchased and cancelled by the company at the grant price; If an incentive object fails to meet the provisions of Article 2) above, the restricted shares that can be lifted in the assessment year of the incentive object shall not be lifted, and the company shall repurchase and cancel them according to the lower of the grant price and the stock market price at the time of repurchase (the closing price of the company's shares on the trading day before the repurchase is considered by the board of directors) (if the company converts capital reserve into share capital
