Securities code: Sinoma International Engineering Co.Ltd(600970) securities abbreviation: Sinoma International Engineering Co.Ltd(600970) Announcement No.: pro 2022035 bond Code: 188717 bond abbreviation: 21 Guogong 01
Sinoma International Engineering Co.Ltd(600970)
On adjusting the first grant of the company’s restricted stock incentive plan in 2021
Announcement of list of incentive objects and number of rights and interests
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. In accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”), the Sinoma International Engineering Co.Ltd(600970) 2021 restricted stock incentive plan (Revised Draft) (hereinafter referred to as the “incentive plan (Revised Draft)” and the “incentive plan”), and the authorization of the third extraordinary general meeting of shareholders of Sinoma International Engineering Co.Ltd(600970) (hereinafter referred to as the “company”) in 2022, On March 24, 2022, the company held the 14th meeting (temporary) of the 7th board of directors and the 14th meeting of the 7th board of supervisors, deliberated and adopted the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time by the company’s restricted stock incentive plan in 2021 and other proposals. The relevant matters are explained as follows: I. relevant approval procedures and information disclosure that have been performed
1. On December 20, 2021, the company held the 10th meeting (Interim) of the seventh board of directors, deliberated and adopted the company’s 2021 restricted stock incentive plan (Draft) and its summary, the company’s 2021 restricted stock incentive plan management measures, the company’s 2021 restricted stock incentive plan implementation assessment management measures Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021 and other relevant proposals. The independent directors of the company express independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any situation damaging the interests of the company and all shareholders. On the same day, the company held the 10th meeting of the 7th board of supervisors, which deliberated and approved the company’s 2021 restricted stock incentive plan (Draft) and its summary, the company’s 2021 restricted stock incentive plan management measures, the company’s 2021 restricted stock incentive plan implementation assessment management measures, the company’s 2021 restricted stock incentive plan first granted incentive object list and other relevant proposals.
2. On February 18, 2022, the company held the 12th meeting (Provisional) of the seventh board of directors, which deliberated and adopted the company’s 2021 restricted stock incentive plan (Revised Draft) and its abstract, the company’s 2021 restricted stock incentive plan management measures (Revised Draft), and the company’s 2021 restricted stock incentive plan implementation assessment management measures (Revised Draft). The independent directors of the company express independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any situation damaging the interests of the company and all shareholders. On the same day, the company held the 12th meeting of the 7th board of supervisors, deliberated and adopted the company’s 2021 restricted stock incentive plan (Revised Draft) and its abstract, the company’s 2021 restricted stock incentive plan management measures (Revised Draft), and the company’s 2021 restricted stock incentive plan implementation assessment management measures (Revised Draft) List of incentive objects first granted by the company’s restricted stock incentive plan in 2021 (Revised Version).
3. On March 1, 2022, the company issued the announcement of Sinoma International Engineering Co.Ltd(600970) on the approval of the 2021 restricted stock incentive plan by the state owned assets supervision and Administration Commission of the State Council (temporary 2022019), and the company received the reply of the state owned assets supervision and Administration Commission of the State Council (hereinafter referred to as “the state owned assets supervision and Administration Commission”) on Sinoma International Engineering Co.Ltd(600970) implementation of the restricted stock plan (Guo Zi kaofen [2022] No. 60) forwarded by China Building Materials Group Co., Ltd, SASAC agrees in principle that the company will implement the restricted stock incentive plan.
4. From February 22, 2022 to March 3, 2022, the company publicized the names and positions of the incentive objects to be granted this time. As of the expiration of the publicity period, the board of supervisors of the company has not received any objection from any employee to the list of proposed incentive objects; On March 9, 2022, the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021.
5. On March 16, 2022, the third extraordinary general meeting of the company in 2022 reviewed and approved the company’s 2021 restricted stock incentive plan (Revised Draft) and its abstract, the company’s 2021 restricted stock incentive plan management measures (Revised Draft), the company’s 2021 restricted stock incentive plan implementation assessment management measures (Revised draft) Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021. The company’s implementation of the incentive plan was approved, and the board of directors was authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when meeting the conditions, and handle all matters necessary for the grant of restricted shares, and disclosed the self inspection report on insider trading of company shares in 2021 restricted stock incentive plan.
6. On March 24, 2022, the company held the 14th meeting (temporary) of the 7th board of directors and the 14th meeting of the 7th board of supervisors, which deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time by the company’s 2021 restricted stock incentive plan and the proposal on granting restricted shares to the incentive objects of the company’s 2021 restricted stock incentive plan for the first time. The independent directors of the company issued independent opinions, and the board of supervisors issued verification opinions, believing that the conditions for the first grant of restricted shares have been met, the subject qualification of the granted incentive object is legal and valid, and the determined grant date meets the relevant regulations.
2、 Reasons and results of adjustment
In view of the fact that 10 incentive objects in the list of incentive objects granted for the first time determined by the company’s incentive plan (Revised Draft) voluntarily give up subscribing for restricted shares to be granted to them for personal reasons, according to the authorization of the company’s third extraordinary general meeting in 2022, the company held the 14th meeting (Interim) of the seventh board of directors and the 14th meeting of the seventh board of supervisors on March 24, 2022, The proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time by the company’s restricted stock incentive plan in 2021 was reviewed and approved, and the list and number of incentive objects granted for the first time by the incentive plan were adjusted.
After adjustment, the number of incentive objects granted for the first time in the incentive plan is adjusted from 208 to 198, the number of rights and interests granted for the first time is adjusted from 49.438 million shares to 48.383 million shares, the number of reserved rights and interests remains unchanged at 10 million shares, and the total number of restricted shares to be granted is adjusted from 59.438 million shares to 49.438 million shares.
In addition to the above adjustments, other contents of the incentive plan implemented this time are consistent with the plan reviewed and approved by the third extraordinary general meeting of shareholders in 2022.
3、 Impact of this adjustment on the company
The company’s adjustment of the list of incentive objects and the number of rights and interests of the incentive plan comply with the relevant laws and regulations such as the management measures and the relevant provisions of the incentive plan (Revised Draft). This adjustment will not have a material impact on the company’s financial position and operating results.
4、 Opinions of independent directors
The independent directors of the company expressed the following independent opinions on the relevant proposals considered at the 14th meeting (Interim) of the seventh board of directors: the company’s adjustment of the list of incentive objects and the number of granted rights and interests in the incentive plan (Revised Draft) is in line with the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the relevant provisions of the incentive plan; The adjusted incentive object complies with the provisions of the management measures and incentive plan, and the subject qualification is legal and effective; The adjustment of the list of incentive objects and the number of rights and interests granted by the board of directors has been authorized by the third extraordinary general meeting of shareholders of the company in 2022, and the necessary procedures have been performed. The resolution is legal and effective, and there is no damage to the interests of the company and all shareholders. The related directors have avoided voting in accordance with the company law, the securities law, the administrative measures and other laws and regulations, departmental rules and normative documents, as well as the relevant provisions in the articles of association, and the relevant proposals are reviewed by the non related directors.
Therefore, we unanimously agree that the company will adjust the list of incentive objects and the number of rights and interests granted for the first time under the restricted stock incentive plan in 2021.
5、 Opinions of the board of supervisors
The board of supervisors reviewed the matters related to the adjustment of the list of incentive objects and the number of rights and interests of the incentive plan, and hereby expressed the following opinions:
In view of the fact that 10 incentive objects in the list of incentive objects granted for the first time in the incentive plan voluntarily give up the subscription of restricted shares to be granted to them for personal reasons, the board of directors will adjust the number of incentive objects and the number of rights and interests granted in the equity incentive plan in accordance with the relevant provisions of the incentive plan and the authorization of the third extraordinary general meeting of shareholders in 2022. After the adjustment, the incentive objects of the company’s first grant of restricted shares were adjusted from 208 to 198, the number of restricted shares granted for the first time was adjusted from 49.438 million shares to 48.383 million shares, and the number of restricted shares to be granted by the company was adjusted from 59.438 million shares to 58.383 million shares. In addition to the above adjustments, the list of incentive objects granted by the company’s restricted stock incentive plan is consistent with the incentive objects specified in the incentive plan approved by the company’s third extraordinary general meeting in 2022. According to the authorization of the third extraordinary general meeting of shareholders in 2022, this adjustment belongs to the scope of authorization and does not need to be submitted to the general meeting of shareholders for deliberation. 6、 Concluding observations of legal opinions
As of the date of issuance of this legal opinion, the company has performed the necessary legal procedures for this adjustment and this grant, and this adjustment and this grant have obtained the necessary approval and authorization. This adjustment complies with the relevant provisions of the administrative measures and the equity incentive plan. The conditions for this grant have been met, and the company can grant it in accordance with the relevant provisions of this equity incentive plan. The grant date of this grant complies with the administrative measures and the relevant provisions of this equity incentive plan. The grant object, quantity and price of this grant comply with the administrative measures and the relevant provisions of this equity incentive plan.
7、 Professional opinions of independent financial advisers
Shanghai Rongzheng Investment Consulting Co., Ltd. believes that as of the date of issuing the report, the company’s restricted stock incentive plan has obtained the necessary approval and authorization. The adjustment of the list of incentive objects and the number of rights and interests granted by the restricted stock incentive plan is in line with the administrative measures for equity incentive of listed companies and the relevant provisions of the company’s restricted stock incentive plan in 2021, Comply with the provisions of the company law, securities law, administrative measures and other laws, regulations and normative documents.
It is hereby announced.
Sinoma International Engineering Co.Ltd(600970) board of directors
March 25, 2002
