Securities code: Cubic Sensor And Instrument Co.Ltd(688665) securities abbreviation: Cubic Sensor And Instrument Co.Ltd(688665) Announcement No.: 2022017 Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd
Announcement on granting restricted shares to incentive objects 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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law. Important content tips:
\uf0b7 restricted stock grant date: April 1, 2022
\uf0b7 number of restricted shares granted for the first time: 935000 shares, accounting for about 1.34% of the company's total share capital of 70 million shares.
\uf0b7 equity incentive method: the second type of restricted stock.
The first granting conditions of the 2022 restricted stock incentive plan of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as the "incentive plan" or the "incentive plan") stipulated in the 2022 restricted stock incentive plan of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as the "company") have been fulfilled. According to the authorization of the first extraordinary general meeting of shareholders in 2022, The company held the 20th meeting of the first board of directors and the 13th meeting of the first board of supervisors on April 1, 2022, deliberated and adopted the proposal on the first grant of restricted shares to incentive objects, and determined to grant 935000 restricted shares to 106 incentive objects at the grant price of 77.60 yuan / share on April 1, 2022.
The relevant matters are explained as follows:
1、 Restricted stock grants
(I) decision-making procedures and information disclosure performed in this restricted stock grant
1. On March 7, 2022, the company held the 19th meeting of the first board of directors, The proposal on the 2022 restricted stock incentive plan (Draft) of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd. and its summary, the proposal on the measures for the administration of the implementation of the 2022 restricted stock incentive plan of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd. and the proposal on requesting the shareholders' meeting to authorize the board of directors to handle matters related to the company's equity incentive were reviewed and approved. The independent directors of the company expressed independent opinions on the proposals related to the incentive plan.
On the same day, the company held the 12th meeting of the first board of supervisors, The proposal on the 2022 restricted stock incentive plan of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd. (Draft) and its summary, the proposal on the measures for the implementation and assessment of the 2022 restricted stock incentive plan of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd., and the proposal on the verification of the list of incentive objects first granted by the 2022 restricted stock incentive plan of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd. were reviewed and approved, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. The website of Shanghai Stock Exchange (www.sse. CN) on February 2023 The announcement on public solicitation of entrusted voting rights by independent directors (Announcement No.: 2022007) was disclosed. According to the entrustment of other independent directors of the company, Ms. Yan Li, the independent director, as the collector, solicited voting rights from all shareholders of the company on the proposals related to the company's 2022 restricted share incentive plan deliberated at the first extraordinary general meeting in 2022.
3. From March 8, 2022 to March 17, 2022, the company publicized the information of the proposed incentive objects of the incentive plan within the company. As of the expiration of the publicity period, the board of supervisors of the company has not received any objection to the proposed incentive object. On March 18, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the review 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 2022 (Announcement No.: 2022010).
4. On March 23, 2022, the company held the first extraordinary general meeting of shareholders in 2022, The proposal on the 2022 restricted stock incentive plan (Draft) of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd. and its summary, the proposal on the measures for the administration of the implementation of the 2022 restricted stock incentive plan of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd. and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's equity incentive plan were reviewed and adopted.
5. On March 24, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclose the self inspection report on the trading of company shares by insiders with inside information of the restricted stock incentive plan in 2022 (Announcement No.: 2022011).
6. On April 1, 2022, the company held the 20th meeting of the first board of directors and the 13th meeting of the first board of supervisors, deliberated and adopted the proposal on adjusting the matters related to the incentive plan of restricted shares in 2022 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 above-mentioned proposal, and the board of supervisors verified the above-mentioned matters and issued verification opinions.
（2） Differences between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders
In view of the fact that one of the first granted incentive objects determined in the company's incentive plan is no longer qualified as an incentive object due to his resignation from the company, the board of directors of the company held the 20th meeting of the first board of directors and the 13th meeting of the first board of supervisors on April 1, 2022 in accordance with the relevant authorization of the first extraordinary general meeting of shareholders in 2022, The proposal on adjusting the matters related to the restricted stock incentive plan in 2022 was reviewed and approved, and the matters related to the first grant of the incentive plan were adjusted.
After this adjustment, the number of incentive objects granted for the first time in the company's incentive plan will be changed from 107 to 106. The original number of allocated shares of incentive objects who no longer meet the qualification of incentive objects due to resignation will be adjusted to the reserved part of the incentive plan, the total number of restricted shares will remain unchanged, the number of restricted shares granted for the first time will be changed to 935000 shares, and the reserved part will be changed to 215000 shares.
In addition to the above adjustments, other contents of this incentive plan are consistent with the contents of the 2022 restricted stock incentive plan approved by the company's first extraordinary general meeting in 2022. The content of this adjustment is within the scope of authorization of the board of directors by the first extraordinary general meeting of shareholders in 2022 and does not need to be submitted to the general meeting of shareholders for deliberation. (III) explanation of the board of directors on whether the grant conditions are met, and clear opinions issued by the independent directors and the board of supervisors 1. Relevant explanation of the board of directors on whether the grant conditions are met
According to the provisions of the grant conditions in the incentive plan, the restricted shares granted to the incentive object shall meet the following conditions at the same time:
(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 Having the circumstances that the company law of the people's Republic of China (hereinafter referred to as the "company law") stipulates that he shall not serve as a director or senior manager of the company;
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 has determined that neither the company nor the incentive object has any of the above circumstances, and there are no other circumstances that cannot be granted or become the incentive object. The granting conditions of the incentive plan have been met. The board of directors agreed that the grant date of the company's incentive plan was April 1, 2022, and 935000 restricted shares were granted to 106 incentive objects at the grant price of 77.60 yuan / share.
2. Relevant explanations of the board of supervisors on whether the grant meets the conditions
(1) The company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies (hereinafter referred to as the "administrative measures") and other laws, regulations and normative documents, and has the subject qualification to implement the equity incentive plan; The incentive objects granted for the first time in this incentive plan comply with the company law, the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") and other laws and regulations, as well as the provisions on the qualifications of this equity incentive plan in the articles of association, and comply with the administrative measures, the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the "Listing Rules") and other laws The conditions of incentive objects specified in laws and regulations and normative documents meet the scope of incentive objects specified in this incentive plan, and its subject qualification as the incentive object of the company's restricted stock incentive plan in 2022 is legal and effective. The implementation of this incentive plan by the company is conducive to enhancing the sense of responsibility and mission of the company's management team and core technology (business) backbone to realize the sustainable and healthy development of the company, is conducive to the sustainable development of the company, and does not harm the interests of the company and all shareholders.
(2) The company determines that the first grant date of this incentive plan complies with the relevant provisions of the administrative measures and the incentive plan on the grant date. Therefore, the board of supervisors agreed that the first grant date of the company's incentive plan was April 1, 2022, and agreed to grant 935000 restricted shares to 106 incentive objects at the grant price of RMB 77.60/share.
3. Relevant explanations of independent directors on whether the grant meets the conditions
(1) According to the authorization of the company's first extraordinary general meeting in 2022, the board of directors determined that the first grant date of the company's incentive plan was April 1, 2022, which was in line with the administrative measures and other laws and regulations as well as the relevant provisions on the grant date in the incentive plan.
(2) It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the incentive plan.
(3) The incentive objects granted for the first time in the incentive plan comply with the provisions of the company law, the securities law and other laws and regulations, as well as the articles of association on the relevant qualifications of the equity incentive plan, the incentive object conditions specified in the administrative measures, listing rules and other laws, regulations and normative documents, and the incentive object conditions specified in the incentive plan, Its subject qualification as the incentive object of the company's restricted stock incentive plan in 2022 is legal and effective.
(4) The company's implementation of this incentive plan is conducive to further improve the corporate governance structure, establish and improve the company's incentive and restraint mechanism, enhance the company's management team and key personnel's sense of responsibility and mission for realizing the sustainable and healthy development of the company, and is conducive to the sustainable development of the company, without damaging the interests of the company and all shareholders.
In conclusion, it is agreed that the grant date of the incentive plan of the company is April 1, 2022, and it is agreed to grant 935000 restricted shares to 106 incentive objects at the grant price of RMB 77.60/share.
(IV) details of the first grant of restricted shares
1. Grant date: April 1, 2022
2. Number of shares granted: 935000 shares
3. Number of persons granted: 106
4. Grant price: 77.60 yuan / share
5. Stock source: the company issues RMB A-share common stock to the incentive object
6. Validity period, vesting period and vesting arrangement of the incentive plan:
(1) The validity period of this incentive plan is from the date of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid, and the longest period shall not exceed 60 months.
(2) The restricted shares granted by this incentive plan shall be vested in several times according to the agreed proportion 12 months after the date of grant and after the incentive object meets the corresponding attribution conditions. The attribution date must be the trading day within the validity period of this incentive plan, but shall not be vested in the following periods:
① Within 30 days before the announcement of the company's annual report and semi annual report, if the announcement date of the annual report and semi annual report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
② Within 10 days before the announcement of the company's quarterly report, performance forecast and performance express;
③ From the date of major events that may have a great impact on the trading price of the company's shares and their derivatives or the date of entering the decision-making process to the date of disclosure according to law;
④ Other periods prescribed by the CSRC and the stock exchange.
The above "major events" are transactions or other major events that the company should disclose in accordance with the listing rules.
The ownership arrangement of restricted shares granted for the first time is shown in the table below:
Vesting arrangement vesting proportion during vesting period
After 12 months from the date of granting some restricted shares for the first time
30% from the first trading day of the first vesting period to the date of granting some restricted shares for the first time
Ending on the last trading day within 24 months from
Within 24 months from the date of grant of some restricted shares for the first time
30% from the first trading day of the second vesting period to the grant date of some restricted shares for the first time
Ending on the last trading day within 36 months from
Partial restrictions since first grant
