Securities code: Cubic Sensor And Instrument Co.Ltd(688665) securities abbreviation: Cubic Sensor And Instrument Co.Ltd(688665) Announcement No.: 2022016 Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd
Announcement on matters related to the adjustment 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.
Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as “the company” or ” Cubic Sensor And Instrument Co.Ltd(688665) “) held the 20th meeting of the first board of directors and the 13th meeting of the first board of supervisors on April 1, 2022, and deliberated and adopted the proposal on matters related to the adjustment of the restricted stock incentive plan in 2022. The relevant matters are explained as follows:
1、 Relevant approval procedures for this equity incentive plan have been performed
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、 Reasons and results for adjustment of the list of incentive objects and the number of people granted
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.
3、 Impact of this adjustment on the company
The company’s adjustment of the list of incentive objects and the number of people granted under this incentive plan will not have a material impact on the company’s financial status and operating results.
4、 Opinions of independent directors
The independent directors believe that the adjustment of matters related to the restricted stock incentive plan in 2022 complies with the relevant provisions on the adjustment of the incentive plan in the company law, securities law, administrative measures and other laws, regulations and normative documents, and has performed the necessary procedures. The adjusted incentive object is not prohibited from being granted restricted shares, and the subject qualification of the incentive object is legal and effective. This adjustment is within the scope of authorization of the company’s first extraordinary general meeting of shareholders in 2022. The adjustment procedure is legal and compliant, and there is no damage to the interests of the company and shareholders.
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.
In conclusion, we agree with the company’s adjustment of the list of incentive objects and the number of people granted in this incentive plan.
5、 Opinions of the board of supervisors
The board of supervisors believes that the adjustment of matters related to the restricted stock incentive plan in 2022 complies with the relevant provisions on the adjustment of the incentive plan in the company law, securities law, administrative measures and other laws, regulations and normative documents, and has performed the necessary procedures. The adjusted incentive object is not prohibited from being granted restricted shares, and the subject qualification of the incentive object is legal and effective. This adjustment is within the scope of authorization of the company’s first extraordinary general meeting of shareholders in 2022. The adjustment procedure is legal and compliant, and there is no damage to the interests of the company and shareholders.
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.
In conclusion, we agree with the company’s adjustment of the list of incentive objects and the number of people granted in this incentive plan.
6、 Concluding observations of legal opinions
Guohao law firm (Hangzhou) believes that as of the date of issuance of this legal opinion, the relevant matters of this incentive plan adjustment and the first grant have obtained the necessary approval and authorization at this stage; The adjustment of the incentive plan, the determination of the grant date, the grant object, the grant quantity and the grant price all comply with the relevant provisions of the administrative measures, the listing rules and the incentive plan; The conditions of this grant have been fulfilled; The company still needs to continue to perform the follow-up information disclosure obligations in accordance with the provisions of relevant laws and regulations such as the administrative measures, the self regulatory guide for companies listed on the science and Innovation Board No. 4 – disclosure of equity incentive information.
7、 Opinion of independent financial advisor
As an independent financial consultant, Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. believes that the necessary approval and authorization have been obtained for the matters related to the first grant of this incentive plan, and the date, price, object The determination of the number of grants, the adjustment of the incentive plan and the granting matters comply with the provisions of laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the listing rules, the self regulatory guide for companies listed on the science and Innovation Board No. 4 – disclosure of equity incentive information, and the company does not meet the granting conditions specified in the incentive plan.
It is hereby announced.
Board of directors of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd. April 7, 2022
