Securities code: Appotronics Corporation Limited(688007) securities abbreviation: Appotronics Corporation Limited(688007) Announcement No.: 2022013 Appotronics Corporation Limited(688007)
About adjusting the incentive plan of restricted shares in 2021
Announcement on the grant price of restricted shares
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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Appotronics Corporation Limited(688007) (hereinafter referred to as ” Appotronics Corporation Limited(688007) ” or “the company”) deliberated and adopted the proposal on adjusting the grant price of restricted shares under the restricted stock incentive plan in 2021 at the 8th meeting of the 2nd board of directors and the 7th Meeting of the 2nd board of supervisors held on March 11, 2022, It is agreed to adjust the grant price of restricted shares in the 2021 restricted stock incentive plan in accordance with the relevant provisions of the company’s 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”), in which the grant price of special incentive objects is adjusted from 21.00 yuan / share to 20.945 yuan / share The grant price of the first type of incentive object is adjusted from 17.50 yuan / share to 17.445 yuan / share, and the grant price of the second type of incentive object is adjusted from 18.50 yuan / share to 18.445 yuan / share. The details are as follows:
1、 Basic information of the company’s equity incentive plan
1. On March 26, 2021, the company held the 30th meeting of the first board of directors, The meeting deliberated and approved proposals such as the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 fixed-term stock incentive plan. The independent directors of the company have expressed independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there are circumstances damaging the interests of the company and all shareholders. On the same day, the company held the 17th meeting of the first board of supervisors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021, and the proposal on the list of incentive objects of the company’s restricted stock incentive plan in 2021, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. From March 27, 2021 to April 5, 2021, the company publicized the names and positions of the incentive objects of the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects of the incentive plan. On April 7, 2021, the company disclosed the statement of the board of supervisors on the publicity and review opinions of the list of incentive objects granted for the first time by the restricted stock incentive plan in 2021.
3. On April 12, 2021, the company held the second extraordinary general meeting of shareholders in 2021, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 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 2021 restricted stock incentive plan were reviewed and passed. The company’s implementation of the incentive plan is approved by the general meeting of shareholders, and the board of directors is authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when incentive objects meet the conditions, and handle all matters necessary for the grant of restricted shares.
4. On April 22, 2021, the company held the 31st meeting of the first board of directors and the 18th meeting of the first board of supervisors, both of which deliberated and adopted the proposal on adjusting matters related to the incentive plan of restricted shares in 2021 and the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed independent opinions on the proposal and believed that the granting conditions had been met, the subject qualification of the incentive object was legal and effective, and the determined granting date met the relevant provisions. The board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
5. On March 11, 2022, the company held the eighth meeting of the second board of directors and the seventh meeting of the second board of supervisors, and deliberated and adopted the proposal on adjusting the granting price of restricted shares in the 2021 restricted stock incentive plan and the proposal on granting reserved restricted shares to the incentive objects of the 2021 restricted stock incentive plan. The independent directors of the company expressed their independent opinions on this, and believed that the granting conditions had been achieved, the subject qualification of the incentive object was legal and effective, and the determined granting date met the relevant provisions. The board of supervisors verified the list of incentive objects on the grant date and issued verification opinions. 2、 Main contents of this adjustment
1. Reason for adjustment
On May 14, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and passed the proposal on profit distribution plan in 2020. Based on the total share capital of 452756901 shares, the company distributed cash dividends of 0.55 yuan (including tax) for every 10 shares, totaling 2490162956 yuan. On June 3, 2021, the company disclosed the announcement on the implementation of 2020 annual equity distribution. The equity registration date is June 8, 2021 and the ex right and ex interest date is June 9, 2021.
In view of the above profit distribution plan has been implemented, according to Article 2 of Chapter IX of the incentive plan, if the company has matters such as dividend distribution, conversion of capital reserve into share capital, distribution of stock dividends, division of shares, allotment or reduction of shares from the announcement date of the incentive plan to the completion of the ownership registration of restricted shares, The granting price of restricted shares shall be adjusted accordingly.
2. Adjustment method
According to the company’s 2021 restricted stock incentive plan (Draft), the adjustment method of grant price is as follows:
P＝P0-V
Where: P0 is the grant price before adjustment; V is the dividend per share; P is the adjusted grant price. After dividend adjustment, P must still be greater than 1.
According to the above formula, the board of directors of the company will adjust the grant price of restricted shares in the restricted stock incentive plan in 2021 according to the authorization of the second extraordinary general meeting of shareholders in 2021. After this adjustment, the grant price of special incentive objects will be adjusted from 21.00 yuan / share to 20.945 yuan / share, and the grant price of class I incentive objects will be adjusted from 17.50 yuan / share to 17.445 yuan / share The grant price of the second type of incentive object is adjusted from 18.50 yuan / share to 18.445 yuan / share. 3、 Explanation on the difference between the implementation of this incentive plan and the incentive plan approved by the general meeting of shareholders
In addition to the above adjustments, other contents of the 2021 restricted stock incentive plan implemented this time are consistent with the incentive plan deliberated and approved by the company’s 2021 annual general meeting of shareholders.
According to the authorization of the second extraordinary general meeting of shareholders in 2021, this adjustment does not need to be submitted to the general meeting of shareholders for deliberation. The independent directors of the company unanimously agreed with the adjustment made by the board of directors on the granting price of restricted shares in the equity incentive plan, and the board of supervisors of the company also expressed explicit agreement.
4、 Impact of this adjustment on the company
The company’s adjustment of the grant price of restricted shares in this incentive plan complies with the relevant laws and regulations such as the administrative measures and the relevant provisions of the incentive plan (Draft). This adjustment will not have a material impact on the company’s financial position and operating results.
5、 Opinions of the board of supervisors
The board of supervisors held that: in view of the implementation of the company’s annual profit distribution plan for 2021 on June 9, 2021, according to the relevant provisions of the company’s incentive plan, the company adjusted the grant price of restricted shares accordingly. The grant price of special incentive objects was adjusted from 21.00 yuan / share to 20.945 yuan / share, and the grant price of class I incentive objects was adjusted from 17.50 yuan / share to 17.445 yuan / share The grant price of the second type of incentive object is adjusted from 18.50 yuan / share to 18.445 yuan / share. This restricted stock grant price adjustment complies with the relevant laws and regulations such as the measures for the administration of equity incentive of listed companies and the provisions on the grant price adjustment method in the company’s 2021 restricted stock incentive plan (Draft), and there is no damage to the interests of shareholders.
6、 Opinions of independent directors
The independent directors believe that the adjustment of the company’s restricted stock grant price complies with the provisions on the grant price adjustment method in the administrative measures for equity incentive of listed companies and the company’s restricted stock incentive plan (Draft) in 2021. The adjustment matters are within the scope of the matters authorized by the board of directors at the second extraordinary general meeting of the company in 2021, The necessary approval procedures have been performed, and the price adjustment of this grant is legal and effective. The voting procedures comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws and regulations, as well as the relevant provisions of the articles of association. We agree that the company will adjust the restricted stock grant price of the restricted stock incentive plan in 2021.
7、 Lawyer’s concluding observations
Shanghai Randy law firm believes that: Appotronics Corporation Limited(688007) 2021 restricted stock incentive plan has obtained necessary approval and authorization for reserved grant and adjustment of grant price. Neither the company nor the incentive object is allowed to grant rights and interests, and the reserved grant conditions have been completed. The adjustment of the grant price and the determination of the grant date, incentive object, grant quantity and grant price of reserved restricted shares in this incentive plan comply with the relevant provisions of the company law, the securities law, the administrative measures, the listing rules and the company’s 2021 restricted stock incentive plan, which is legal and effective.
8、 Opinion of independent financial advisor
On March 11, 2022, Shanghai Rongzheng Investment Consulting Co., Ltd. issued the independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on the adjustment and reserved grant of Appotronics Corporation Limited(688007) restricted stock incentive plan in 2021. It is believed that as of the date of this report, Appotronics Corporation Limited(688007) this equity incentive plan has obtained the necessary approval and authorization, The adjustment of restricted shares and the determination of the grant date, grant object and grant quantity of reserved restricted shares comply with the provisions of the company law, the securities law, the administrative measures, the listing rules, the articles of association and other laws, regulations and normative documents, Shenzhen Appotronics Corporation Limited(688007) Co., Ltd. does not meet the granting conditions specified in the company’s restricted stock incentive plan in 2021.
9、 Documents for future reference
1. Resolution of the 8th meeting of the second board of directors of the company
2. Resolution of the seventh meeting of the second board of supervisors of the company
3. Independent opinions of independent directors on matters related to the eighth meeting of the second board of directors
4. Legal opinion of Shanghai Randy law firm on reserved grant and adjustment of grant price of Appotronics Corporation Limited(688007) 2021 restricted stock incentive plan
5. Independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on adjustment and reserved grant of restricted stock incentive plan in Appotronics Corporation Limited(688007) 2021
It is hereby announced.
Appotronics Corporation Limited(688007) board of directors March 14, 2022
