Securities code: Konfoong Materials International Co.Ltd(300666) securities abbreviation: Konfoong Materials International Co.Ltd(300666) Announcement No.: 2022068 bond Code: 123123 bond abbreviation: Jiangfeng convertible bond
Konfoong Materials International Co.Ltd(300666)
Announcement on the cancellation of part of the stock options granted and not exercised at the expiration of the exercise period in the first phase of the stock option incentive plan
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.
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Konfoong Materials International Co.Ltd(300666) (hereinafter referred to as “the company” or ” Konfoong Materials International Co.Ltd(300666) “) held the 21st Meeting of the 3rd board of directors and the 19th meeting of the 3rd board of supervisors on April 25, 2022, and deliberated and adopted the proposal on cancellation of stock options that have not been exercised at the expiration of the exercise period of the first stock option incentive plan and the proposal on cancellation of some stock options granted in the first stock option incentive plan, Since one incentive object has resigned and five incentive objects have not exercised their rights at the expiration of the exercise period, it is agreed to cancel the total 102000 stock options granted but not exercised by the above incentive objects. The relevant information is hereby announced as follows: I. the relevant approval procedures of the incentive plan have been fulfilled
1. On February 15, 2019, the company held the 11th meeting of the second board of directors and the 11th meeting of the second board of supervisors, deliberated and adopted the proposal on the company’s first stock option incentive plan (Draft) and its summary The independent directors of the company expressed their independent opinions on the proposal on the management measures for the implementation and assessment of the first stock option incentive plan of the company and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the first stock option incentive plan of the company, Mr. Guo Baitao, an independent director of the company, solicited voting rights from all shareholders on the relevant proposals of the stock option incentive plan submitted to the general meeting of shareholders for deliberation. Guohao law firm (Shanghai) issued the legal opinion of Guohao law firm (Shanghai) on the first stock option incentive plan of Ningbo Konfoong Materials International Co.Ltd(300666) Materials Co., Ltd.
2. The company publicized the names and positions of the list of incentive objects to be granted within the company from February 18, 2019 to March 7, 2019. During the publicity period, the company has not received any objection about the proposed incentive object. The board of supervisors of the company checked the list of incentive objects of the incentive plan, and disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects of the first stock option incentive plan on March 8, 2019.
3. On March 15, 2019, the company held the second extraordinary general meeting of shareholders in 2019, which deliberated and passed the proposal on the company’s first stock option incentive plan (Draft) and its summary, the proposal on the company’s measures for the implementation and assessment of the first stock option incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s first stock option incentive plan, It also disclosed the self inspection report on the insider information of the first stock option incentive plan, the insider and the incentive object’s purchase and sale of the company’s shares.
4. On March 15, 2019, the company held the 12th meeting of the second board of directors and the 12th meeting of the second board of supervisors, deliberated and approved the proposal on adjusting the list and number of incentive objects granted rights and interests for the first time in the company’s first stock option incentive plan and the proposal on granting stock options to incentive objects. After adjustment, 200 incentive objects were granted stock options for the first time, and 14.64 million stock options were granted. The independent directors of the company expressed their independent opinions, and the board of supervisors verified the list of incentive objects granted stock options this time. Guohao law firm (Shanghai) issued the legal opinion of Guohao law firm (Shanghai) on the first grant of stock options under the Konfoong Materials International Co.Ltd(300666) first stock option incentive plan. Option abbreviation: Jiangfeng jlci, option Code: 036347, grant date of stock option: March 15, 2019, registration completion date of granted stock option: April 2, 2019, exercise price of stock option: 39.50 yuan / share.
5. On April 23, 2020, the company held the 25th meeting of the second board of directors and the 22nd Meeting of the second board of supervisors, deliberated and adopted the proposal on canceling some granted stock options under the first stock option incentive plan, the proposal on adjusting the exercise price of stock options granted for the first time under the first stock option incentive plan Proposal on the achievement of exercise conditions in the first exercise period of stock options granted by the first stock option incentive plan for the first time. Since 10 incentive objects have resigned and the personal performance appraisal results of 2 incentive objects can only be partially exercised, it is agreed to cancel the 406000 stock options granted to the above incentive objects but not yet approved to exercise; In view of the completion of equity distribution in 2018, it is agreed to adjust the exercise price of stock options granted for the first time from 39.50 yuan / share to 39.44 yuan / share; According to the relevant provisions of the first stock option incentive plan of the company, the exercise conditions of the first exercise period of stock options granted for the first time have been met, and the number of exercisable stock options of 190 incentive objects who agreed to meet the exercise conditions of the first exercise period is 5.684 million. The remuneration and assessment committee of the board of directors and the board of supervisors issued the agreed verification opinions, the independent directors issued the agreed independent opinions, and Guohao law firm (Shanghai) issued the legal opinion of Guohao law firm on matters related to the first exercise of stock options granted for the first time in Konfoong Materials International Co.Ltd(300666) phase I stock option incentive plan.
6. On August 7, 2020, the company held the 31st meeting of the second board of directors and the 27th meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the exercise price of stock options granted for the first time in the first stock option incentive plan. In view of the completion of the implementation of equity distribution in 2019, the company agreed to adjust the exercise price of stock options granted for the first time from 39.44 yuan / share to 39.38 yuan / share. The board of supervisors of the company issued the agreed verification opinions, the independent directors issued the agreed independent opinions, and Guohao law firm (Shanghai) issued the legal opinion of Guohao law firm on adjusting the exercise price of stock options under Konfoong Materials International Co.Ltd(300666) phase I stock option incentive plan.
7. On April 15, 2021, the company held the fifth meeting of the third board of directors and the fifth meeting of the third board of supervisors, deliberated and adopted the proposal on cancellation of stock options that have not been exercised at the expiration of the first stock option incentive plan, the proposal on cancellation of some granted stock options in the first stock option incentive plan Proposal on the achievement of exercise conditions in the second exercise period of stock options granted for the first time by the first stock option incentive plan.
In view of the resignation of one incentive object, it is agreed to cancel the 48000 stock options granted to the incentive object but not exercised; At the same time, since the two incentive objects have not exercised their rights at the expiration of the first exercise period, it is agreed to cancel a total of 24000 stock options that have not been exercised at the expiration of the exercise period of the above incentive objects; According to the relevant provisions of the first stock option incentive plan of the company, the exercise conditions of the second exercise period for the first grant of stock options have been met, and the number of exercisable stock options of 189 incentive objects who agreed to meet the exercise conditions of the second exercise period is 4.251 million. The remuneration and assessment committee of the board of directors and the board of supervisors issued the agreed verification opinions, the independent directors issued the agreed independent opinions, and Guohao law firm (Shanghai) issued the legal opinion of Guohao law firm on the cancellation of expired outstanding stock options in Konfoong Materials International Co.Ltd(300666) phase I stock option incentive plan Legal opinion of Guohao law firm (Shanghai) on matters related to the second exercise of stock options granted for the first time in the Konfoong Materials International Co.Ltd(300666) first stock option incentive plan.
8. On May 28, 2021, the company held the sixth meeting of the third board of directors and the sixth meeting of the third board of supervisors, deliberated and approved the proposal on adjusting the exercise price of stock options first granted under the first stock option incentive plan, and agreed to adjust the exercise price of stock options first granted under the first stock option incentive plan from 39.38 yuan / share to 39.24 yuan / share from the ex dividend date of equity distribution in 2020. The board of supervisors of the company issued the agreed verification opinions, the independent directors issued the agreed independent opinions, and Guohao law firm (Shanghai) issued the legal opinion of Guohao law firm on adjusting the exercise price of stock options under Konfoong Materials International Co.Ltd(300666) phase I stock option incentive plan.
9. On April 25, 2022, the company held the 21st Meeting of the third board of directors and the 19th meeting of the third board of supervisors, deliberated and adopted the proposal on cancellation of stock options that have not been exercised at the expiration of the exercise period of the first stock option incentive plan, the proposal on cancellation of some granted stock options of the first stock option incentive plan Proposal on the achievement of exercise conditions in the third exercise period of stock options granted for the first time by the first stock option incentive plan. In view of the resignation of one incentive object, it is agreed to cancel a total of 15000 stock options granted to the incentive object but not exercised; At the same time, since the five incentive objects have not exercised their rights at the expiration of the second exercise period, it is agreed to cancel a total of 87000 stock options that have not been exercised at the expiration of the exercise period of the above incentive objects; According to the relevant provisions of the first stock option incentive plan of the company, the exercise conditions of the third exercise period of stock options granted for the first time have been met, and the number of exercisable stock options of 188 incentive objects who agreed to meet the exercise conditions of the third exercise period is 4.236 million. The remuneration and assessment committee of the board of directors and the board of supervisors issued the agreed verification opinions, the independent directors issued the agreed independent opinions, and Guohao law firm (Shanghai) issued the legal opinion of Guohao law firm on the cancellation of expired outstanding stock options in Konfoong Materials International Co.Ltd(300666) phase I stock option incentive plan Legal opinion of Guohao law firm (Shanghai) on matters related to the third exercise of stock options granted for the first time in the Konfoong Materials International Co.Ltd(300666) first stock option incentive plan.
2、 Reasons and quantity of some stock options cancelled this time
1. Reason for cancellation
One incentive object resigned and did not meet the incentive conditions, and the stock options granted to five incentive objects had not been exercised after the second exercise. According to the relevant provisions of the company’s first stock option incentive plan, the company cancelled a total of 102000 stock options granted to the above incentive objects but not yet exercised.
2. Number of write offs
The total number of stock options cancelled this time is 102000.
3、 Impact of partial cancellation of equity on the company
The cancellation of some stock options will not have a significant and substantial impact on the company’s financial status and operating results. 4、 Opinions of independent directors
1. Independent opinions on the cancellation of stock options that have not been exercised at the expiration of the exercise period of the first stock option incentive plan
After verification, since the first stock option incentive plan of the company granted stock options for the first time and the second exercise period expired on April 1, 2022, and five incentive objects failed to exercise their rights at the expiration of the exercise period, the company cancelled a total of 87000 stock options that had not been exercised at the expiration of the exercise period according to the measures for the administration of equity incentives of listed companies and the first stock option incentive plan of the company.
We believe that the cancellation of stock options that have not been exercised at the expiration of the exercise period complies with the relevant provisions of relevant laws, regulations and normative documents, and the decision-making procedures are legal and compliant, which will not affect the sustainable development of the company or damage the interests of the company and all shareholders. Therefore, we agree to cancel the stock options that have not been exercised at the expiration of the exercise period.
2. Independent opinions on the cancellation of some granted stock options in the first phase of stock option incentive plan
After verification, in view of the resignation of one incentive object, which has not met the incentive conditions, according to the measures for the administration of equity incentive of listed companies, the company’s first stock option incentive plan and other relevant regulations, the company cancelled a total of 15000 stock options granted to the incentive object but not exercised.
We believe that the cancellation of some stock options of the company complies with the relevant provisions of relevant laws, regulations and normative documents, and the decision-making procedures are legal and compliant, which will not affect the sustainable development of the company or damage the interests of the company and all shareholders. Therefore, we agree to cancel some stock options granted by the company this time.
5、 Verification opinions of the board of supervisors
1. Verification opinions on the cancellation of stock options that have not been exercised at the expiration of the exercise period in the first phase of the stock option incentive plan
After deliberation, all supervisors agreed that: according to the measures for the administration of equity incentive of listed companies, the company’s first stock option incentive plan and other relevant provisions, since the second exercise of stock options granted to five incentive objects has not been exercised, the board of supervisors agreed that the company should cancel the 87000 stock options granted to the above incentive objects but not yet exercised. The review procedure of this cancellation is legal and compliant, which is in line with the interests of the company and minority shareholders.
2. Verification opinions on the cancellation of some granted stock options in the first phase of stock option incentive plan
After deliberation, all the supervisors agreed that: according to the measures for the administration of equity incentive of listed companies, the company’s first stock option incentive plan and other relevant provisions, because one incentive object resigned for personal reasons and did not have the qualification of incentive object, the board of supervisors agreed that the company would cancel the total 15000 stock options granted but not exercised by the incentive object. The review procedure of this cancellation is legal and compliant, which is in line with the interests of the company and minority shareholders.
6、 Legal opinions issued by lawyers
The lawyer of Guohao law firm (Shanghai) believes that as of the date of issuance of this legal opinion, the cancellation has obtained the necessary approval and authorization at this stage Konfoong Materials International Co.Ltd(300666) the cancellation of 87000 stock options that have not been exercised at the expiration of the second exercise period of the incentive object is in line with the provisions of the measures for the administration of equity incentive of listed companies.
7、 Documents for future reference
1. Resolutions of the 21st Meeting of the third board of directors;
2. The third Supervisor
