Securities code: Wondershare Technology Group Co.Ltd(300624) securities abbreviation: Wondershare Technology Group Co.Ltd(300624) Announcement No.: 2022029 bond Code: 123116 bond abbreviation: Wanxing convertible bond
Wondershare Technology Group Co.Ltd(300624)
On canceling the incentive plan for granting restricted shares in 2021
Announcement of reserved 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”) convened the 36th meeting of the third board of directors and the 33rd meeting of the third board of supervisors on April 22, 2022 according to the authorization of the company’s first extraordinary general meeting in 2021, and deliberated and adopted the proposal on canceling the granting of reserved restricted shares in the 2021 restricted stock incentive plan, It is agreed that the company will cancel the grant of 1 million restricted shares reserved in the 2021 restricted stock incentive plan. The specific conditions are hereby announced 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 adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, and the
Securities code: Wondershare Technology Group Co.Ltd(300624) securities abbreviation: Wondershare Technology Group Co.Ltd(300624) Announcement No.: 2022029
Bond Code: 123116 bond abbreviation: Wanxing convertible bond
The proposal of the company on the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2021 and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021.
5. On May 7, 2021, the company held the 26th meeting of the third board of directors and the 23rd Meeting of the third board of supervisors, deliberated and adopted the proposal on adjusting the matters related to the incentive plan of restricted stocks in 2021 and the proposal on granting restricted stocks in 2021 to incentive objects for the first time. 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 reserved restricted shares cancelled this time
According to the relevant provisions of the company’s 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”) “The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is deliberated and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the current incentive object on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid.” At the same time, according to Article 15 of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the measures): “a listed company shall specify the granting object of reserved rights and interests within 12 months after the equity incentive plan is deliberated and approved by the general meeting of shareholders; if the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid.”
Within 12 months after the incentive plan was reviewed and approved at the first extraordinary general meeting of shareholders in 2021, the reserved restricted shares did not specify the incentive object, so the company decided to cancel the reserved granted 1 million restricted shares. 3、 The impact of the cancellation of the grant of reserved restricted shares on the company
The cancellation of the 2021 restricted stock incentive plan and the reservation of restricted shares will not affect the capital stock settlement of the company
Securities code: Wondershare Technology Group Co.Ltd(300624) securities abbreviation: Wondershare Technology Group Co.Ltd(300624) Announcement No.: 2022029
Bond Code: 123116 bond abbreviation: Wanxing convertible bond
It will not have a material impact on the company’s financial situation and operating results, nor will it 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
The independent directors believe that the company’s cancellation of the 2021 restricted stock incentive plan and the granting of reserved restricted shares comply with the measures for the administration of equity incentive of listed companies and the 2021 restricted stock incentive plan (Draft).
At the same time, the independent directors believe that the cancellation of the grant of reserved restricted shares by the company will not have an impact on the company’s operating conditions and share capital structure, and there is no damage to the interests of the company’s shareholders. Therefore, the independent directors unanimously agreed to cancel the granting of 1 million restricted shares reserved in the company’s restricted stock incentive plan in 2021.
5、 Verification opinions of the board of supervisors
After verification, the board of supervisors believes that the company’s cancellation of the 2021 restricted stock incentive plan and the grant of reserved restricted shares comply with the relevant provisions of the measures for the administration of equity incentive of listed companies and the 2021 restricted stock incentive plan (Draft). It will not affect the company’s share capital structure, have a substantial impact on the company’s financial status and operating results, and will not affect the diligence of the company’s management team. The board of supervisors agreed to cancel the granting of 1 million restricted shares reserved in the company’s 2021 restricted stock incentive plan.
6、 Lawyer’s opinion
The lawyer of Beijing Zhide law firm believes that the company has obtained the necessary approval to cancel the reserved shares this time, and the reason and quantity of the 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;
5. Other documents required by Shenzhen Stock Exchange.
It is hereby announced!
Securities code: Wondershare Technology Group Co.Ltd(300624) securities abbreviation: Wondershare Technology Group Co.Ltd(300624) Announcement No.: 2022029 bond Code: 123116 bond abbreviation: Wanxing convertible bond
Wondershare Technology Group Co.Ltd(300624) board of directors
April 23, 2022
