Securities code: Beijing Spc Environment Protection Tech Co.Ltd(002573) securities abbreviation: Beijing Spc Environment Protection Tech Co.Ltd(002573) Announcement No.: 2022052 Beijing Spc Environment Protection Tech Co.Ltd(002573)
Announcement on adjusting the list of incentive objects and the number of granted rights and interests of the restricted stock incentive plan in 2022
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.
Beijing Spc Environment Protection Tech Co.Ltd(002573) (hereinafter referred to as "the company") held the 38th meeting of the 5th board of directors and the 22nd Meeting of the 5th board of supervisors on May 18, 2022, and deliberated and adopted the proposal on adjusting the list of incentive objects and the number of rights and interests granted under the restricted stock incentive plan in 2022. The relevant matters are explained as follows:
1、 Relevant approval procedures for this equity incentive plan have been performed
1. On January 23, 2022, the 33rd meeting of the 5th board of directors of the company deliberated and approved the proposal on Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan (Draft) and its summary, the proposal on Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan implementation assessment management measures ", and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The independent directors of the company expressed their independent opinions on the incentive plan.
On January 23, 2022, the 19th meeting of the 5th board of supervisors of the company deliberated and approved the proposal on Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan (Draft) and its summary, the proposal on Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan implementation assessment management measures, and the proposal on verifying Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan incentive personnel list.
2. On April 28, 2022, the 36th meeting of the 5th board of directors of the company deliberated and adopted the proposal on Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan (Revised Draft) and its summary, The 21st Meeting of the 5th board of supervisors of the company deliberated and approved the proposal on Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan (Revised Draft) and its summary, and the proposal on verifying the list of incentive objects of Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan (adjusted). The company has revised the number of incentive objects granted for the first time, the number of shares to be granted and the distribution of rights and interests granted, and the share payment fees and amortization of rights and interests granted for the first time. The independent directors have expressed their independent opinions on the incentive plan.
3. On April 30, 2022, the company disclosed the announcement on obtaining the filing consent of Sichuan SASAC for equity incentive. The company has received the reply on matters related to the filing of Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan (cgzh [2022] No. 73) issued by the state owned assets supervision and Administration Commission of Sichuan provincial government, and agreed in principle to implement the 2022 restricted stock incentive plan. On the same day, the independent directors solicited the entrusted voting rights from all shareholders on this incentive plan.
4. From April 30, 2022 to May 9, 2022, the company publicized the names and positions of the incentive objects of the incentive plan in the company's intranet OA system. During the publicity period, the board of supervisors of the company has not received any objection or adverse reaction from any organization or individual. For details, please refer to 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 2022 disclosed by the company in the designated information disclosure media on May 10, 2022.
5. On May 16, 2022, the second extraordinary general meeting of the company in 2022 deliberated and approved the proposal on Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan (Revised Draft) and its abstract, the proposal on Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan implementation assessment management method ", and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The company's implementation of the restricted stock incentive plan in 2022 was approved.
6. The company conducted a self-examination on the trading of the company's shares by insiders of the incentive plan and incentive objects within 6 months before the public disclosure of the incentive plan (Draft) (i.e. from July 23, 2021 to January 24, 2022), For details, please refer to the self inspection report on the purchase and sale of the company's shares by the incentive objects of the restricted stock incentive plan in 2022 and insiders disclosed by the company in the designated information disclosure media on May 17, 2022.
7. On May 18, 2022, the 38th meeting of the 5th board of directors and the 22nd Meeting of the 5th board of supervisors of the company deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted under the restricted stock incentive plan in 2022 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 and believed that the subject qualification of incentive objects was legal Effective, and the determined first grant date complies with relevant regulations. The board of supervisors of the company reviews the list of incentive objects on the first grant date and gives verification opinions.
2、 Reasons and results of adjustment
In view of the fact that Jia Shuangyan, the middle and senior manager of the company's 2022 restricted stock incentive plan (hereinafter referred to as the "incentive plan"), partially gave up 260000 shares of restricted shares to be granted to him by the company for personal reasons, four incentive objects lost their incentive qualification due to resignation, and 35 incentive objects such as an Dejun, the senior manager, voluntarily gave up participating in the incentive plan, involving a total of 4.93 million shares of restricted shares. In accordance with relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of equity incentive of listed companies, the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 - business handling, the company's restricted stock incentive plan in 2022 (Revised Draft) and other relevant provisions, as well as the authorization of the company's second extraordinary general meeting in 2022, The company held the 38th meeting of the 5th board of directors on May 18, 2022, deliberated and passed the proposal on adjusting the list of incentive objects and the number of granted rights and interests of the restricted stock incentive plan in 2022, and agreed to adjust the number of incentive objects and the number of granted rights and interests of the restricted stock in this incentive plan. After the adjustment, the number of incentive objects granted for the first time in the incentive plan of the company was adjusted from 236 to 197, the number of rights and interests granted for the first time was adjusted from 38.87 million shares to 33.68 million shares, and the number of reserved rights and interests remained unchanged.
According to the authorization of the company's second extraordinary general meeting in 2022, this adjustment is within the scope of authorization and can be approved by the board of directors of the company without submitting it to the general meeting of shareholders for deliberation.
3、 Impact of this adjustment on the company
The company's adjustment of the list of incentive objects and the number of granted rights and interests in this incentive plan will not have a material impact on the company's financial status and operating results.
4、 Opinions of independent directors
The company's adjustment of the list of incentive objects and the number of granted rights and interests of the restricted stock incentive plan in 2022 complies with the relevant provisions on the adjustment of the equity incentive plan in laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the self discipline supervision guide for listed companies of Shenzhen Stock Exchange No. 1 - business handling, and has performed the necessary procedures. The adjustment procedures are legal and compliant, There is no situation that damages the interests of the company and all shareholders. The adjusted incentive objects are all in the list of incentive objects determined by the incentive plan approved by the company's second extraordinary general meeting in 2022. There is no prohibition on the granting of restricted shares, and the subject qualification of incentive objects is legal and effective. Therefore, we unanimously agree that the company will adjust matters related to the restricted stock incentive plan.
5、 Opinions of the board of supervisors
The adjustment of the list of incentive objects and the number of granted rights and interests of the company's restricted stock incentive plan in 2022 complies with the relevant provisions of the measures for the administration of equity incentive of listed companies, the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 - business handling, the company's restricted stock incentive plan in 2022 (Revised Draft) and its abstract, and the adjustment procedures comply with the relevant provisions, There is no situation that damages the interests of the company and all shareholders. The adjusted incentive objects are all in the list of incentive objects determined by the incentive plan approved by the company's second extraordinary general meeting in 2022. There is no prohibition on the granting of restricted shares, and the subject qualification of incentive objects is legal and effective. It is agreed that the company will adjust the list of incentive objects and the number of granted rights and interests in this incentive plan.
6、 Conclusion of lawyer's legal opinion
The lawyer of Beijing Guofeng law firm believes that Beijing Spc Environment Protection Tech Co.Ltd(002573) has performed the necessary approval and authorization procedures for the adjustment of the incentive objects granted for the first time in the equity incentive plan and other matters granted for the first time; The grant date, granted object, grant quantity and grant price of this equity incentive plan determined by the board of directors of the company comply with the provisions of laws, regulations, normative documents such as the management measures and the incentive plan (Revised Draft); Both the company and the incentive object meet the grant conditions specified in the incentive plan (Revised Draft); The company has fulfilled the necessary information disclosure obligations at this stage.
7、 Opinion of independent financial advisor
According to the professional opinions of Shanghai Rongzheng Investment Consulting Co., Ltd. on the adjustment of the incentive plan and related matters of the first grant, the relevant matters of the adjustment of the company's restricted stock incentive plan in 2022 have obtained the necessary approval and authorization, the adjustment matters comply with the provisions of relevant laws, regulations and normative documents, and there is no situation that damages the interests of the company and all shareholders.
8、 Documents for future reference
1. Resolutions of the 38th meeting of the 5th board of directors of the company;
2. Resolutions of the 22nd Meeting of the 5th board of supervisors of the company;
3. Independent opinions of the company's independent directors on matters related to the 38th meeting of the Fifth Board of directors; 4. Legal opinion of Beijing Guofeng law firm on matters related to the first grant of restricted stock incentive plan in Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022;
5. Independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on matters related to the adjustment and initial grant of restricted stock incentive plan in Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022.
It is hereby announced.
Beijing Spc Environment Protection Tech Co.Ltd(002573) board of directors may 18, 2002
