Securities code: Shenzhen United Winners Laser Co.Ltd(688518) securities abbreviation: Shenzhen United Winners Laser Co.Ltd(688518) Announcement No.: 2022024 Shenzhen United Winners Laser Co.Ltd(688518)
Announcement on Canceling Part of the granted but not vested restricted shares
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 this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Shenzhen United Winners Laser Co.Ltd(688518) (hereinafter referred to as "the company" or "the company") deliberated and adopted the proposal on the cancellation of some granted but not vested restricted shares at the 8th meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors held on May 20, 2022. The relevant matters are hereby announced as follows:
1、 Decision making procedures and information disclosure of the company's restricted stock incentive plan in 2021 (1) on April 23, 2021, the company held the 22nd Meeting of the third board of directors, The meeting deliberated and approved the proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment 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 the company's stock incentive plan. The independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan.
On the same day, the company held the 14th meeting of the third session of the board of supervisors, deliberated and adopted the proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2021 restricted stock incentive plan, and the proposal on verifying the list of incentive objects first granted by the company's 2021 restricted stock incentive plan, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
(2) On April 24, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement on the public solicitation of entrusted voting rights by independent directors was disclosed. According to the entrustment of other independent directors of the company, Mr. Zheng Rongfu, the independent director, as the collector, solicited entrusted voting rights from all shareholders of the company on the relevant proposals of the incentive plan considered at the 2020 annual general meeting of shareholders of the company.
(3) From April 25, 2021 to May 4, 2021, the company publicized the names and positions of the incentive objects granted by the incentive plan for the first time within the company. During the publicity period, the board of supervisors of the company did not receive
Any objection related to the object of this incentive plan. On May 7, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the review opinions and publicity statement of the board of supervisors on the list of incentive objects first granted by the company's restricted stock incentive plan in 2021.
(4) On May 14, 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 administration of the implementation and assessment 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 the company's equity incentive plan. At the same time, the company conducted a self-examination on the trading of the company's shares by insiders and incentive objects six months before the announcement of Shenzhen United Winners Laser Co.Ltd(688518) 2021 restricted stock incentive plan (Draft), and found no case of stock trading by using insider information. On May 15, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2021.
(5) On May 17, 2021, the company held the 24th Meeting of the 3rd board of directors and the 16th meeting of the 3rd board of supervisors. The meeting deliberated and adopted the proposal on adjusting matters related to the 2021 restricted stock incentive plan and the proposal on granting restricted stock votes to incentive objects for the first time. The independent directors of the company expressed their independent opinions on the matter and believed that the grant conditions had been met, the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions. The board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
(6) On October 28, 2021, the company held the third meeting of the Fourth Board of directors and the third meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to the incentive objects of the 2021 restricted stock incentive plan, and considered that the grant conditions have been met, the qualification of the incentive objects is legal and effective, and the determined grant date meets the relevant regulations. The independent directors of the company expressed independent opinions on the above matters, and the board of supervisors verified the list of incentive objects granted restricted shares this time and issued verification opinions.
(7) On May 20, 2022, the company held the 8th meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors, The proposal on Abolishing the part of restricted stocks that have been granted but not yet vested, the proposal on meeting the vesting conditions in the first vesting period of the company's restricted stock incentive plan in 2021 and the proposal on adjusting the vesting price of the restricted stock incentive plan in 2021 were reviewed and approved. The independent directors of the company expressed independent opinions on relevant matters, and the board of supervisors verified and issued verification opinions on relevant matters.
2、 Details of the cancellation of restricted shares this time
According to the relevant provisions of the company's 2021 restricted stock incentive plan (hereinafter referred to as the "incentive plan") and the management measures for the implementation and assessment of the company's 2021 restricted stock incentive plan, in view of the resignation of a total of 7 incentive objects of the company's 2021 restricted stock incentive plan, the above-mentioned personnel have not met the provisions on Incentive objects in the company's incentive plan, and the qualification of the above-mentioned incentive objects shall be cancelled, Cancel 84000 restricted shares granted but not yet vested. In view of the death of one incentive object among the incentive objects first granted by the company's restricted stock incentive plan in 2021, 5000 shares of restricted shares that have been granted but not yet vested will be cancelled.
Therefore, the number of incentive objects was adjusted from 314 to 306, and the total number of invalid restricted shares was 89000.
3、 The impact of the cancellation of some restricted shares on the company
The cancellation of some restricted shares of the company this time will not have a significant impact on the operation of the company. The resigned personnel will not involve the company's directors, senior managers and core technicians, will not affect the stability of the company's management team and technical team, and will not affect the continued implementation of the company's equity incentive plan.
4、 Opinions of the board of supervisors
Some of the restricted shares that have been granted but have not been vested in the company this time comply with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures") The relevant provisions of laws, regulations, normative documents and incentive plan, such as the Listing Rules of Shanghai Stock Exchange on the Kechuang board (hereinafter referred to as the "Listing Rules"), the self regulatory guide for listed companies on the Kechuang board No. 4 - disclosure of equity incentive information (hereinafter referred to as the "self regulatory guide"), do not damage the interests of the company and shareholders. Therefore, we agree that the company has granted some restricted shares that have not been vested this time.
5、 Opinions of independent directors
Part of the company's restricted shares that have been granted but have not been vested this time comply with the company law, the securities law, the administrative measures, the listing rules, the self regulatory guide and other laws and regulations, normative documents and the relevant provisions of the incentive plan, and the necessary procedures have been performed for the deliberation and voting of matters. To sum up, all independent directors unanimously agree that the company will cancel some restricted shares that have been granted but not yet vested.
6、 Lawyer's concluding observations
The lawyer of Beijing Tianyuan law firm believes that:
1. The company's 2021 restricted stock incentive plan has obtained the necessary approval and authorization for the adjustment of the first grant price, the achievement of the attribution conditions in the first vesting period of the first grant, and the cancellation of some restricted stocks at this stage, which complies with the relevant laws and regulations such as the company law, the securities law, the administrative measures and the relevant provisions of the incentive plan (Draft);
2. The cancellation of some restricted shares granted but not yet vested by the company complies with the relevant provisions of the administrative measures and the incentive plan (Draft).
It is hereby announced.
Shenzhen United Winners Laser Co.Ltd(688518) board of directors may 21, 2022
