Securities code: Cngr Advanced Material Co.Ltd(300919) securities abbreviation: Cngr Advanced Material Co.Ltd(300919) Announcement No.: 2022039 Cngr Advanced Material Co.Ltd(300919) board of supervisors
Verification opinions on the list of some incentive objects first granted by the company’s restricted stock incentive plan in 2022 (after adjustment)
The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Cngr Advanced Material Co.Ltd(300919) (hereinafter referred to as “the company”) the board of supervisors in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies (hereinafter referred to as “the administrative measures”) and other relevant laws and regulations The normative documents and the relevant provisions of the company’s 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”) and Cngr Advanced Material Co.Ltd(300919) articles of association reviewed the list of incentive objects first granted by the company’s 2022 restricted stock incentive plan, and expressed the following opinions:
1. Whereas 73 incentive objects identified in the company’s 2022 restricted stock incentive plan (Draft) voluntarily give up the subscription of 12867600 restricted shares to be granted to them by the company for personal reasons; 26 incentive objects voluntarily gave up the subscription of 2567100 restricted shares to be granted to them by the company for personal reasons. According to the authorization of the company’s first extraordinary general meeting in 2022, the board of directors of the company adjusted the list of some incentive objects and the number of restricted shares granted in the incentive plan for the first time. After this adjustment, the number of incentive objects granted for the first time was changed from 1113 to 1040, and the number of restricted shares granted for the first time was changed from 4.84 million shares to 4685653 million shares.
In addition, the incentive objects granted this time and the number of restricted shares granted are consistent with those deliberated and approved by the first extraordinary general meeting of shareholders of the company in 2022.
The above adjustment items comply with the requirements of relevant laws and regulations such as the management measures and the relevant provisions of this incentive plan, and there is no damage to the interests of the company and shareholders.
2. Some incentive objects (after adjustment) granted by this incentive plan for the first time are directors, senior managers, core technicians and other personnel deemed necessary by the board of directors who work in the company (including holding subsidiaries), all of whom have employment relations with the company.
3. Some incentive objects (after adjustment) granted by the incentive plan for the first time do not have the situation that they cannot become incentive objects as stipulated in the management measures:
(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.
4. As of the grant date of this incentive plan, the personnel listed in the list of some incentive objects granted for the first time in this incentive plan (after adjustment) meet the incentive object conditions specified in the management measures and other documents, and meet the incentive object conditions specified in this incentive plan. The incentive objects of this incentive plan do not include the company’s supervisors, independent directors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
5. Neither the company nor some incentive objects granted by the incentive plan for the first time (after adjustment) are prohibited from granting restricted shares, and the conditions for the company to grant restricted shares to some incentive objects for the first time in the incentive plan have been met.
The board of supervisors considers that the number of incentive objects granted in the incentive plan and the restrictions on the validity of the incentive plan for the first time are in line with the relevant laws and regulations, and the number of incentive objects granted by the company is considered to be in line with the legal conditions of the incentive plan and the regulations. The board of supervisors agreed to grant 468565300 restricted shares to 1040 eligible incentive objects on April 13, 2022, with the grant price of 63.97 yuan / share.
Cngr Advanced Material Co.Ltd(300919) board of supervisors
April 14, 2002
