Securities code: Cngr Advanced Material Co.Ltd(300919) securities abbreviation: Cngr Advanced Material Co.Ltd(300919) Announcement No.: 2022036
Cngr Advanced Material Co.Ltd(300919)
Announcement on adjusting the list and number of incentive objects granted for the first time under the restricted stock incentive plan in 2022
The company and all members of the board of directors 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”) held the 29th meeting of the first board of directors and the 17th meeting of the first board of supervisors on April 13, 2022, deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time in the 2022 restricted stock incentive plan. The relevant adjustments are hereby announced as follows:
1、 Relevant approval procedures for restricted stock incentive plan
1. On March 18, 2022, the 28th meeting of the first board of directors of the company deliberated and approved the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the assessment and management of the implementation of the company’s restricted stock incentive plan in 2022, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. On the same day, the independent directors of the company expressed their independent opinions on the implementation of the incentive plan.
2. On March 18, 2022, the 16th meeting of the first session of the board of supervisors deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022, and the proposal on verifying the list of some incentive objects granted by the company’s restricted stock incentive plan for the first time in 2022.
3. From March 19 to March 28, 2022, the list of some incentive objects first granted by the restricted stock incentive plan in 2022 was publicized on the company’s bulletin board, and the names and positions of the incentive objects were publicized. During the publicity period, no organization or individual raised objections or adverse reactions, and there was no feedback record. On April 1, 2022, the company disclosed the review opinions and publicity of the board of supervisors on the list of some incentive objects first granted by the company’s restricted stock incentive plan in 2022. The board of supervisors checked the list of some incentive objects first granted by the incentive plan and explained the publicity.
4. On April 6, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and passed the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, It also disclosed the self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2022.
5. On April 13, 2022, the company held the 29th meeting of the first board of directors and the 17th meeting of the first board of supervisors, and deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time in the 2022 restricted stock incentive plan and the proposal on the company granting restricted shares to incentive objects for the first time. The board of supervisors of the company verified the adjusted list of incentive objects again and expressed their consent. The independent directors of the company have expressed their independent opinions on the adjustment and grant of the incentive plan.
2、 The list of some incentive objects granted for the first time in the incentive plan and the adjustment of the number of awards
Whereas the 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 give up the subscription of 2567100 restricted shares to be granted by the company for personal reasons. Therefore, the number of incentive objects granted by the company is changed from 1113 to 1040. The adjusted incentive objects are the persons determined in the 2022 restricted stock incentive plan (Draft) deliberated and approved by the company’s first extraordinary general meeting in 2022; After adjustment, the number of restricted shares granted by the company this time was changed from 4.84 million shares to 4685653 million shares.
3、 Impact of this adjustment on the company
The company’s adjustment of the list and number of incentive objects granted for the first time in the 2022 restricted stock 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 of the company believe that:
After verification, the company’s adjustment of the list and number of incentive objects granted for the first time in the 2022 restricted stock incentive plan complies with the provisions of laws and regulations such as the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the provisions of the company’s 2022 restricted stock incentive plan (Draft), and the decisions made have fulfilled the necessary procedures, There is no situation that damages the interests of the company and all shareholders.
To sum up, we agree that the company will adjust the list and number of incentive objects granted for the first time in the incentive plan accordingly.
5、 Opinions of the board of supervisors
The board of supervisors of the company believes that:
Whereas the 73 incentive objects identified in the company’s restricted stock incentive plan for 2022 (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 incentive objects and the number of restricted shares granted in the incentive plan. 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.
After review, the board of supervisors believes that the above adjustments comply with the requirements of the management measures and other relevant laws and regulations and the relevant provisions of the company’s restricted stock incentive plan (Draft) in 2022, and there is no damage to the interests of the company and shareholders. 6、 Legal opinions issued by lawyers
According to the legal opinion of Hunan Qiyuan law firm on the adjustment and initial grant of Cngr Advanced Material Co.Ltd(300919) 2022 restricted stock incentive plan: this adjustment and grant have obtained the necessary authorization and approval at this stage; The specific contents of this adjustment and the above grant date determined by the board of directors of the company comply with the relevant provisions of the management measures and the incentive plan (Draft); The conditions for granting restricted shares of the company have been met, and this grant complies with the relevant provisions of the administrative measures and the incentive plan (Draft).
7、 Opinion of independent financial advisor
Shenzhen Tashan Enterprise Management Consulting Co., Ltd. believes that as of the issuance date of this independent financial advisory report, Cngr Advanced Material Co.Ltd(300919) and some incentive objects granted for the first time in this incentive plan meet the conditions that must be met for the grant specified in the 2022 restricted stock incentive plan (Draft); With regard to the adjustment of the incentive plan and the first grant, the necessary review procedures and information disclosure obligations have been fulfilled, which is in line with the relevant provisions of the administrative measures and the 2022 restricted stock incentive plan (Draft). 8、 Documents for future reference
1. Resolutions of the 29th meeting of the first board of directors;
2. Resolutions of the 17th meeting of the first board of supervisors;
3. Independent opinions of independent directors on matters related to the 29th meeting of the first board of directors;
4. Verification opinions of Cngr Advanced Material Co.Ltd(300919) board of supervisors on the list of some incentive objects first granted by the company’s restricted stock incentive plan in 2022 (after adjustment);
5. Legal opinions of Hunan Qiyuan law firm on the adjustment of the incentive plan of restricted shares in Cngr Advanced Material Co.Ltd(300919) 2022 and the first grant;
6. Independent financial consultant’s report of Shenzhen Tashan Enterprise Management Consulting Co., Ltd. on the adjustment and initial grant of Cngr Advanced Material Co.Ltd(300919) 2022 restricted stock incentive plan.
It is hereby announced.
Cngr Advanced Material Co.Ltd(300919) board of directors
April 14, 2002
