Securities code: 002389 securities abbreviation: Aerospace Ch Uav Co.Ltd(002389) Announcement No.: 2022-006 Aerospace Ch Uav Co.Ltd(002389)
Announcement on adjusting the number of restricted stock incentive plans granted in 2021
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.
Aerospace Ch Uav Co.Ltd(002389) (hereinafter referred to as “the company”) deliberated and adopted the proposal on adjusting the number of restricted stock incentive plans granted in 2021 at the 36th meeting of the Fifth Board of directors held on January 11, 2022. According to the provisions of the company’s restricted stock incentive plan in 2021 (hereinafter referred to as the “incentive plan”) and the authorization of the company’s first extraordinary general meeting in 2022, the board of directors adjusted the number of grants of the incentive plan. The relevant matters are described as follows:
1、 Relevant approval procedures performed
1. On July 15, 2021, the company held the 30th meeting of the 5th board of directors and the 21st Meeting of the 5th board of supervisors, deliberated and adopted the proposal on , and other relevant proposals respectively. Related directors abstained from voting on relevant proposals, and independent directors expressed their independent opinions on matters related to the company’s incentive plan. The board of supervisors issued verification opinions on matters related to the incentive plan.
2. On December 2, 2021, the company received the reply on Aerospace Ch Uav Co.Ltd(002389) implementation of restricted stock incentive plan (gzkp [2021] No. 575) issued by the state owned assets supervision and Administration Commission of the State Council. The state owned assets supervision and Administration Commission of the State Council agreed in principle to the company’s implementation of restricted stock incentive plan.
3. From September 11, 2021 to September 20, 2021, the company publicized the list of incentive objects of the incentive plan through enterprise wechat and the company’s internal bulletin board. At the expiration of the publicity period, the company has not received any objection from any organization or individual to the proposed incentive object. On December 31, 2021, the board of supervisors of the company issued the verification opinions and publicity statement of the board of supervisors on the list of objects of the company’s restricted stock incentive plan in 2021.
4. On December 20, 2021, Mr. Xu Jianjun, an independent director of the company, was entrusted by other independent directors as the collector to solicit voting rights from all shareholders of the company on the proposals related to the company’s 2021 restricted stock incentive plan considered at the first extraordinary general meeting of 2022 held by the company on January 5, 2022.
5. On January 5, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on , and conducted self-examination on the insider information of the incentive plan and the trading of shares of the company by the incentive objects, Disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the company’s restricted stock incentive plan in 2021.
6. On January 11, 2022, the company held the 36th meeting of the 5th board of directors and the 25th meeting of the 5th board of supervisors, which respectively deliberated and adopted the proposal on adjusting the number of restricted stock incentive plans granted in 2021 and the proposal on granting restricted shares to incentive objects. The independent directors expressed their independent opinions on the relevant proposals, and the board of supervisors issued verification opinions on the grant date of the incentive plan and the list of incentive objects.
2、 Adjustment description of incentive object and grant quantity
According to the relevant authorization of the first extraordinary general meeting in 2022, the board of directors held the 36th meeting of the Fifth Board of directors and the 25th meeting of the Fifth Board of supervisors on January 11, 2022, deliberated and adopted the proposal on adjusting the number of restricted stock incentive plans granted in 2021, In view of the fact that the incentive objects who actually subscribe for the restricted shares of the incentive plan are less than the incentive objects originally determined in the incentive plan, and the actual subscription number of individual incentive objects is less than the grant number originally determined in the incentive plan, the number of restricted shares to be granted is adjusted from 9.46 million shares to 9.1615 million shares. 3、 Impact of this adjustment on the company
The adjustment of the number of restricted shares granted in the company’s 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 the number granted by the board of directors of the company to the incentive plan complies with the provisions of the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the relevant adjustment matters of the company’s incentive plan; The content of this adjustment is within the authorization of the board of directors of the company at the first extraordinary general meeting of shareholders in 2022, and the procedure of this adjustment is legal and compliant; This adjustment does not damage the interests of the company and all shareholders. The independent directors unanimously agree that the company will adjust the number of restricted stock grants.
5、 Opinions of the board of supervisors
The board of supervisors believes that this adjustment complies with the relevant provisions of the management measures and other relevant laws, regulations and incentive plans, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Agree to the adjustment of the grant amount of the incentive plan.
6、 Concluding observations of the legal opinion
1. As of the date of issuance of this legal opinion, the company has performed necessary legal procedures for this adjustment and this grant, and this adjustment and this grant have obtained necessary internal approval and authorization. 2. This adjustment is legal and effective in accordance with the administrative measures and other laws, regulations and normative documents and the relevant provisions of the company’s restricted stock incentive plan in 2021.
3. The granting conditions of this grant have been met, and the company can grant it in accordance with the relevant provisions of the company’s restricted stock incentive plan in 2021.
4. The grant date of this grant complies with the relevant provisions of the administrative measures, the guidelines and the company’s 2021 restricted stock incentive plan, which is legal and effective.
5. The grant object, quantity and price of this grant comply with the relevant provisions of the administrative measures, guidelines and the company’s restricted stock incentive plan in 2021, which is legal and effective.
7、 Verification opinions of independent financial advisor
The financial consultant believes that the incentive plan has obtained the necessary approval and authorization, the determination of the grant date of restricted shares and the adjustment of the grant amount comply with the relevant provisions of the company law, the securities law, the administrative measures and the incentive plan, and meet the grant conditions specified in the company’s incentive plan.
8、 Documents for future reference
1. Resolutions of the 36th meeting of the 5th board of directors;
2. Resolutions of the 25th meeting of the 5th board of supervisors;
3. Independent opinions of independent directors on matters related to the 36th meeting of the Fifth Board of directors; 4. Legal opinion of Beijing Jiayuan law firm on the adjustment and grant of restricted stock incentive plan in Aerospace Ch Uav Co.Ltd(002389) 2021;
5. Financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on the granting of restricted stock incentive plan in Aerospace Ch Uav Co.Ltd(002389) 2021.
It is hereby announced
Aerospace Ch Uav Co.Ltd(002389) board of directors January 11, 2002
