Securities code: Shenzhen United Winners Laser Co.Ltd(688518) securities abbreviation: Shenzhen United Winners Laser Co.Ltd(688518) Announcement No.: 2022023 Shenzhen United Winners Laser Co.Ltd(688518)
Announcement on adjusting the grant price of restricted stock incentive plan in 2021
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”) held the 8th meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors on May 20, 2022, deliberated and approved the proposal on adjusting the grant price of 2021 restricted stock incentive plan, and the board of directors agreed to adjust the grant price of 2021 restricted stock incentive plan (hereinafter referred to as “the incentive plan”) from 7.55 yuan / share to 7.43 yuan / share. The relevant matters are explained as follows:
1、 Decision making procedures and information disclosure performed in this restricted stock grant
(1) On April 23, 2021, the company held the 22nd Meeting of the third board of directors, which 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 submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity 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 objects of the 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、 Reasons and results of adjustment
1. Reason for adjustment
According to the company’s 2021 restricted stock incentive plan, if the company has matters such as dividend distribution, conversion of capital reserve into share capital, distribution of stock dividends, share splitting, allotment or reduction of shares from the announcement date of the incentive plan to the completion of the ownership registration of restricted shares by the incentive object, the grant price of restricted shares shall be adjusted accordingly.
The company held the 2020 annual general meeting of shareholders on May 14, 2021, and deliberated and passed the proposal on 2020 profit distribution plan. According to the announcement on the implementation of the company’s annual equity distribution in 2020, the company took June 30, 2021 as the equity registration date and distributed a bonus of 0.12 yuan (including tax) per share to all shareholders of the company registered in China Clearing Shanghai branch after the closing of the Shanghai Stock Exchange on the afternoon of the equity registration date.
2. Adjustment results
According to the equity incentive plan approved by the company’s 2020 annual general meeting and in combination with the above adjustment reasons, the grant price of restricted shares in the incentive plan is adjusted according to the following formula:
P＝P0-V
Where: P0 is the grant price before adjustment; V is the dividend per share; P is the adjusted grant price.
After dividend adjustment, P must still be greater than 1.
According to the above formula, the grant price of restricted shares after the adjustment of the incentive plan is 7.43 yuan / share (= 7.55 yuan / share -0.12 yuan / share).
3、 Impact of this adjustment on the company
The company’s adjustment of the grant price of restricted shares has no material impact on the company’s financial status and operating results. 4、 Opinions of independent directors
The company’s adjustment of the grant price of the restricted stock incentive plan in 2021 complies with the administrative measures for equity incentive of listed companies and other laws and regulations, the relevant provisions of the incentive plan approved by the company’s 2020 annual general meeting and the authorization of the company’s 2020 annual general meeting. The adjustment reasons are sufficient, the adjustment procedures are legal, the adjustment methods are appropriate, the adjustment results are accurate, and there is no damage to the interests of the company and shareholders. To sum up, all independent directors unanimously agreed to the proposal of the board of directors on the price adjustment of this incentive plan.
5、 Opinions of the board of supervisors
The board of supervisors checked the price adjustment of the restricted stock grant and considered that the reasons for the board of directors to adjust the price of the restricted stock grant of the incentive plan according to the authorization of the 2020 annual general meeting of shareholders were appropriate and sufficient, the deliberation procedures were legal and compliant, and in line with the measures for the administration of equity incentive of listed companies and other relevant laws and regulations and the relevant provisions of the incentive plan approved by the 2020 annual general meeting of shareholders of the company, There is no situation that damages the interests of the company and all shareholders. Therefore, the board of supervisors agreed to adjust the grant price of the incentive plan from the original 7.55 yuan / share to 7.43 yuan / share.
6、 Concluding observations of legal opinions
Beijing Tianyuan law firm issued a legal opinion 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 adjustment of the initial grant price of the company’s restricted stock incentive plan in 2021 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
