Securities code: Rockontrol Technology Group Co.Ltd(688051) securities abbreviation: Rockontrol Technology Group Co.Ltd(688051) Announcement No.: 2022019 Rockontrol Technology Group Co.Ltd(688051)
Announcement on canceling some restricted shares granted but not yet vested
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear legal responsibility for the authenticity, accuracy and integrity of the contents according to law.
Rockontrol Technology Group Co.Ltd(688051) (hereinafter referred to as “the company”) held the 30th meeting of the second board of directors and the 19th meeting of the second board of supervisors on April 29, 2022, deliberated and adopted the proposal on Abolishing Some granted but not yet vested restricted stocks. According to the company’s 2021 restricted stock incentive plan (draft) (hereinafter referred to as “the incentive plan” or “the incentive plan”) In accordance with the provisions of the measures for the administration of the assessment of the implementation of the company’s restricted stock incentive plan in 2021 (hereinafter referred to as the “measures for the administration of assessment”) and the authorization of the company’s 2020 annual general meeting of shareholders, the board of directors of the company agreed to cancel a total of 725100 shares of restricted shares that have been granted but not yet vested. The relevant matters are hereby announced as follows: I. the decision-making procedures of the incentive plan have been fulfilled
1. On May 7, 2021, the company held the 22nd Meeting of the second board of directors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 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. The independent directors of the company expressed their independent opinions on the relevant proposals of the incentive plan.
On the same day, the company held the 14th meeting of the second board of supervisors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021, and the proposal on verifying the list of incentive objects of the company’s restricted stock incentive plan in 2021, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. From May 8, 2021 to May 17, 2021, the company publicized the list of proposed incentive objects of this incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects of the incentive plan. For details, please refer to the website of Shanghai Stock Exchange (WW. SSE. Com. CN.) on May 19, 2021 Disclosure of the board of supervisors’ verification opinions and publicity statement on the list of incentive objects of the company’s restricted stock incentive plan in 2021 (Announcement No.: 2021023).
3. On May 28, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and passed the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the assessment and management of the implementation of the company’s 2021 restricted stock incentive plan, 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 company posted on the website of Shanghai Stock Exchange (WW. SSE. Com. CN.) Disclosed Rockontrol Technology Group Co.Ltd(688051) the self inspection report on the trading of shares of the company by insiders and incentive objects of the restricted stock incentive plan in 2021 (Announcement No.: 2021024).
4. On May 28, 2021, the company held the 24th Meeting of the second board of directors and the 15th meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the matters related to the 2021 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed their independent opinions on this matter. The board of supervisors of the company verified the list of incentive objects granted for the first time in the incentive plan and issued verification opinions.
5. On April 29, 2022, the company held the 30th meeting of the second board of directors and the 19th meeting of the second board of supervisors, deliberated and adopted the proposal on canceling some granted but not yet vested restricted shares, and the independent directors of the company expressed their independent opinions on relevant matters.
2、 Details of the cancellation of restricted shares this time
In accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies, the incentive plan and the measures for the administration of assessment and the authorization of the company’s 2020 annual general meeting of shareholders, the specific reasons for the cancellation of restricted shares are as follows: 1. In view of the fact that 5 of the incentive objects first granted by the company’s 2021 restricted stock incentive plan have resigned for personal reasons and are no longer eligible for incentive, A total of 107800 restricted shares granted but not yet vested shall not be vested and shall be treated as invalid.
2. In view of the fact that the company level performance assessment in the first vesting period of the company’s incentive plan does not meet the performance assessment conditions set in the incentive plan and the assessment management measures, the corresponding vesting proportion is 30% and cannot be attributed, therefore, a total of 617300 restricted shares granted but not meeting the vesting conditions in the first vesting period are cancelled.
To sum up, 725100 restricted shares were cancelled this time.
3、 The impact of the cancellation of some restricted shares on the company
The cancellation of some restricted stocks this time will not have a substantial impact on the company’s financial status and operating results, nor will it affect the stability of the company’s core management team. The cancellation of some restricted stocks this time will not affect the continued implementation of the company’s equity incentive plan.
4、 Opinions of independent directors
After verification, we believe that the cancellation of some restricted shares of the company this time complies with the relevant provisions of the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the measures for the administration of equity incentive of listed companies and the company’s 2021 restricted stock incentive plan (Draft), the resolution procedure is legal and effective, and there is no damage to the interests of shareholders. Therefore, we agree to the proposal on canceling some restricted shares granted but not yet vested.
5、 Opinions of the board of supervisors
After review, the board of supervisors believes that the cancellation of some restricted shares of the company complies with the relevant provisions of the measures for the administration of equity incentives of listed companies, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange and the company’s 2021 restricted stock incentive plan (Draft), and there is no harm to the interests of shareholders. The board of supervisors agrees that the company shall cancel some granted but not yet vested restricted shares.
6、 Concluding observations of legal opinions
To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the vesting conditions of the restricted shares granted for the first time in the first vesting period of the company’s incentive plan have not been fulfilled and cancelled, and some restricted shares granted but not yet vested have obtained the necessary approval and authorization at this stage. The reason and quantity of this cancellation comply with the administrative measures and other laws Regulations, normative documents and the provisions of the incentive plan (Draft). It is hereby announced.
Rockontrol Technology Group Co.Ltd(688051) board of directors April 30, 2022
