Securities code: Wondershare Technology Group Co.Ltd(300624) securities abbreviation: Wondershare Technology Group Co.Ltd(300624) Announcement No.: 2022028 bond Code: 123116 bond abbreviation: Wanxing convertible bond
Wondershare Technology Group Co.Ltd(300624)
Announcement on the cancellation of part of the granted but not yet vested class II restricted shares
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Wondershare Technology Group Co.Ltd(300624) (hereinafter referred to as “the company”) held the 36th meeting of the third board of directors and the 33rd meeting of the third board of supervisors on April 22, 2022, deliberated and adopted the proposal on the cancellation of part of the granted but not yet vested class II restricted shares. Now the relevant matters are explained as follows:
1、 Relevant approval procedures for the company’s restricted stock incentive plan in 2021
1. On April 9, 2021, the company held the 24th Meeting of the 3rd board of directors and the 21st Meeting of the 3rd board of supervisors, deliberated and adopted the proposal on the company’s restricted stock incentive plan (Draft) in 2021 and its summary, and the proposal on the company’s assessment management measures for the implementation of the restricted stock incentive plan in 2021 In the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021, the independent directors of the company expressed their independent opinions on the relevant proposals, and Mr. Chen Qisheng, the independent director of the company, solicited voting rights from all shareholders on the proposals related to the incentive plan submitted to the general meeting of shareholders for deliberation. Beijing Guofeng law firm has issued corresponding legal opinions on this.
2. From April 10, 2021 to April 19, 2021, the company published the notice on the publicity of the list of equity incentive in 2021 on the company’s internal website “employee home”, which publicized the list and positions of the company’s proposed incentive objects. During the publicity period, the board of supervisors of the company did not receive any objection from employees to the incentive objects. On April 20, 2021, the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2021.
3. On April 22, 2021, the company disclosed the self inspection report on the trading of the company’s shares by insiders of the restricted stock incentive plan in 2021.
4. On April 27, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the company’s measures for the assessment and management of the implementation of the 2021 restricted stock incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 restricted stock incentive plan.
5. On May 7, 2021, the company held the 26th meeting of the third board of directors and the third supervisor meeting
Securities code: Wondershare Technology Group Co.Ltd(300624) securities abbreviation: Wondershare Technology Group Co.Ltd(300624) Announcement No.: 2022028 bond Code: 123116 bond abbreviation: Wanxing convertible bond
At the 23rd Meeting of the board of directors, the proposal on adjusting matters related to the incentive plan of restricted shares in 2021 and the proposal on granting restricted shares in 2021 to incentive objects for the first time were reviewed and approved, and the independent directors of the company expressed their independent opinions on the contents of the proposal. The number of incentive objects granted for the first time was adjusted from 259 to 249, and the total number of restricted shares granted for the first time was adjusted from 9 million shares to 8.958 million shares. The first grant date is May 7, 2021, and the grant price is 40 yuan / share.
6. On April 22, 2022, the company held the 36th meeting of the third board of directors and the 33rd meeting of the third board of supervisors, deliberated and adopted the proposal on canceling the reserved restricted shares granted in the 2021 restricted stock incentive plan and the proposal on canceling the part of the granted but not yet vested restricted shares of class II. The independent directors of the company expressed their independent opinions on the contents of the proposal. It is agreed that the company will cancel the 2021 restricted stock incentive plan and reserve the grant of 1 million restricted shares. Agree that the company cancel 1718000 restricted shares granted to 46 incentive objects but not yet vested; It is agreed to cancel the 724000 restricted shares granted but not yet vested due to the non-compliance of the company level performance assessment in the first vesting period of restricted shares in 2021, with a total of 2.442 million shares cancelled.
2、 Reasons and number of class II restricted shares cancelled this time
1. According to the relevant provisions of the company’s 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”) and the company’s measures for the administration of the implementation and assessment of the 2021 restricted stock incentive plan, in view of the fact that 46 incentive objects first granted by the company’s 2021 restricted stock incentive plan have resigned, the above-mentioned persons are no longer qualified as incentive objects, The 1.718 million restricted shares granted but not yet vested shall not be vested and shall be invalidated by the company. The original incentive objects of restricted shares granted for the first time were adjusted from 249 to 203, and the number of restricted shares granted for the first time was adjusted from 8.958 million to 7.24 million.
2. According to the relevant provisions of the company’s incentive plan and the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2021, if the company fails to meet the performance assessment objectives, the restricted stocks of all incentive objects corresponding to the assessment plan in the current year shall not be attributed or deferred to the next period, and shall be invalid.
The assessment year of restricted shares granted by the incentive plan is five fiscal years from 2021 to 2025, one assessment in each fiscal year. The performance assessment objectives and ownership proportion of the company in each year are shown in the following table:
Annual operating income
The trigger value (an) of the target value (AM) of the growth rate (a) in 2020 corresponding to the assessment year of the ownership arrangement
The first vesting period of the second category granted for the first time is 202130% 15%
Institutional shares in the second vesting period 202260% 30%
Third vesting period 2023100% 50%
Securities code: Wondershare Technology Group Co.Ltd(300624) securities abbreviation: Wondershare Technology Group Co.Ltd(300624) Announcement No.: 2022028
Bond Code: 123116 bond abbreviation: Wanxing convertible bond
Fourth vesting period 2024150% 75%
The fifth 100% of 2025
Performance completion of assessment indicators company level ownership proportion
A≥Am X=100%
Annual operating income an ≤ a am x = 50% + (a-an) / (am an) 50%
A
To sum up, the total number of restricted shares invalidated this time is 2.442 million.
3、 The impact of the cancellation of some restricted shares on the company
The cancellation of part of the company’s class II restricted shares in 2021 will not affect the company’s share capital structure, have a material impact on the company’s financial status and operating results, and will not affect the diligence of the company’s management team. The management team of the company will continue to earnestly perform their duties, improve the comprehensive strength of the company and go all out to create maximum value for all shareholders.
4、 Opinions of independent directors
After verification, the independent directors believe that: according to the provisions of the incentive plan, some incentive objects have resigned and do not have the qualification of incentive objects, and the company will cancel their granted but not vested restricted shares; At the same time, the restricted shares that cannot be vested in the first vesting period of the company’s restricted stock incentive plan in 2021 shall be invalidated by the company, which complies with relevant laws, regulations, normative documents and relevant provisions in the company’s incentive plan, and the decisions made have fulfilled the necessary procedures. Therefore, we unanimously agree that the company will cancel some of the restricted shares that have been granted but not yet vested.
5、 Verification opinions of the board of supervisors
After review, the board of supervisors held that: some incentive objects have left their posts and are no longer qualified as incentive objects, and the company will cancel their granted but not yet vested restricted shares. The restricted shares that cannot be vested in the first vesting period of the company’s restricted stock incentive plan in 2021 shall be invalidated in accordance with relevant laws, regulations, normative documents, the company’s incentive plan and other relevant provisions. Therefore, the board of supervisors agreed that the company would cancel the class II restricted shares that have been granted but not yet vested.
6、 Conclusion of legal opinion
Securities code: Wondershare Technology Group Co.Ltd(300624) securities abbreviation: Wondershare Technology Group Co.Ltd(300624) Announcement No.: 2022028 bond Code: 123116 bond abbreviation: Wanxing convertible bond
The lawyer of Beijing Zhide law firm believes that the company has obtained the necessary approval for the cancellation of some restricted shares this time, and the reason and quantity of cancellation comply with the relevant provisions of the incentive management measures, the incentive plan for restricted shares in 2021 and the assessment management measures.
7、 Documents for future reference
1. Resolutions of the 36th meeting of the third board of directors;
2. Resolutions of the 33rd meeting of the third board of supervisors;
3. Independent directors’ independent opinions on relevant matters of the 36th meeting of the third board of directors;
4. Legal opinion on matters related to the cancellation of the grant of reserved rights and cancellation of some restricted shares in the Wondershare Technology Group Co.Ltd(300624) 2021 restricted stock incentive plan issued by Beijing Zhide law firm.
It is hereby announced.
Wondershare Technology Group Co.Ltd(300624) board of directors
April 23, 2022
