Securities code: Jee Technology Co.Ltd(688162) securities abbreviation: Jee Technology Co.Ltd(688162) Announcement No.: 2022031 Jee Technology Co.Ltd(688162)
On adjusting the first grant of restricted stock incentive plan in 2022
Announcement on the list of incentive objects and the number of granted rights and interests
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.
According to the authorization of the 2021 annual general meeting of shareholders of Jee Technology Co.Ltd(688162) (hereinafter referred to as “the company”), the company held the 16th meeting of the first board of directors and the 12th meeting of the first board of supervisors on May 20, 2022, deliberated and adopted the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time in the 2022 restricted stock incentive plan. The relevant adjustments are hereby announced as follows:
1、 Relevant approval procedures for equity incentive plan
1. On April 22, 2022, the company held the 15th meeting of the first board of directors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022, 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 2022, The independent directors of the company have expressed independent opinions on the company’s 2022 restricted stock incentive plan (hereinafter referred to as the “incentive plan”). On the same day, the company held the 11th meeting of the first board of supervisors, deliberated and passed the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary and the proposal on the company’s measures for the implementation and assessment of the restricted stock incentive plan in 2022. The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions. The company was posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 26, 2022 Relevant announcements were disclosed.
2. From April 26, 2022 to May 6, 2022, the company publicized the names and positions of the incentive objects granted for the first time in the incentive plan on the company’s bulletin board. During the publicity period, the board of supervisors of the company did not receive any objection from employees to the proposed incentive object. On May 14, 2022, the company disclosed the announcement and verification opinions of the board of supervisors of Anhui Juyi Technology Co., Ltd. on the list of incentive objects first granted by the company’s restricted stock incentive plan in 2022 (Announcement No.: 2022027).
3. On May 20, 2022, the company held the 2021 annual general meeting of shareholders, deliberated and passed the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the 2022 restricted stock incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2022 restricted stock incentive plan. The company will disclose the self inspection report on the trading of the company’s shares by insiders of the company’s restricted stock incentive plan in 2022 on May 21, 2022.
4. On May 20, 2022, the company held the 16th meeting of the first board of directors and the 12th meeting of the first board of supervisors, deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time in the 2022 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects in the 2022 restricted stock incentive plan for the first time. The independent directors of the company expressed their independent opinions, and the board of supervisors of the company verified the list of incentive objects granted for the first time.
2、 Adjustment matters
In view of the fact that one incentive object originally planned to be granted for the first time in the company’s 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the incentive plan (Draft)) loses incentive qualification due to resignation, the company plans to cancel its granted 6000 class II restricted shares. According to the authorization of the 2021 annual general meeting of shareholders, the board of directors of the company shall adjust the list of incentive objects and the number of rights and interests granted for the first time in the incentive plan.
After the above adjustments, the number of incentive objects to be granted by the company for the first time is adjusted from 112 to 111, and the number of equity to be granted for the first time is adjusted from 1606000 shares to 1 Shanghai Pudong Development Bank Co.Ltd(600000) shares.
According to the authorization of the company’s 2021 annual general meeting of shareholders, this adjustment is within the scope of authorization and does not need to be submitted to the general meeting of shareholders for deliberation. In addition to the above adjustments, the content of the incentive plan implemented by the company this time is consistent with the content deliberated and approved by the 2021 annual general meeting of shareholders.
3、 The impact of the adjustment of restricted stock incentive plan on the company
The adjustment of the list of incentive objects granted for the first time and the number of rights and interests granted by the company comply with the relevant laws and regulations such as the administrative measures for equity incentive of listed companies (hereinafter referred to as the administrative measures) and the relevant provisions of the incentive plan (Draft), there is no damage to the interests of the company and its shareholders, and will not have a substantive impact on the company’s financial status and operating results. This adjustment is legal and effective.
4、 Opinions of independent directors
The independent directors believe that the company’s adjustment of the list of incentive objects and the number of rights and interests granted for the first time in the incentive plan complies with the relevant provisions of the management measures and the incentive plan (Draft). The content of this adjustment is within the scope of authorization given to the board of directors by the company’s 2021 annual general meeting of shareholders. The adjustment procedure is legal and compliant, and there is no damage to the interests of the company and all shareholders. Therefore, the board of directors of the company agrees to adjust the list of incentive objects and the number of rights and interests granted for the first time in the incentive plan.
5、 Opinions of the board of supervisors
The board of supervisors believes that the company’s adjustment of the list of incentive objects and the number of rights and interests granted for the first time in the 2022 restricted stock incentive plan complies with the relevant provisions of the administrative measures, incentive plan (Draft), etc., and there is no harm to the interests of the company’s shareholders, and agrees with the company to adjust the list of incentive objects and the number of rights and interests granted for the first time in the incentive plan.
6、 Conclusion of lawyer’s legal opinion
Anhui Tianhe law firm believes that as of the date of issuance of the legal opinion: the adjustment of the first grant object and the number of grants by the board of directors belongs to the scope of authorization of the general meeting of shareholders to the board of directors, and complies with the relevant laws, regulations and normative documents such as the management measures, as well as the relevant provisions of the incentive plan and the articles of Association; The company has performed relevant information disclosure business for this incentive plan, and it is still necessary to continue to perform corresponding information disclosure obligations and handle relevant share registration procedures for this incentive plan in accordance with the implementation of this incentive plan and the provisions of relevant laws, regulations and normative documents.
7、 Opinions issued by independent financial advisor
As a financial consultant, Shanghai Rongzheng Investment Consulting Co., Ltd. believes that the company has obtained necessary approval and authorization for the adjustment of the list of incentive objects and the number of rights and interests granted for the first time in the restricted stock incentive plan in 2022. 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、 Online announcement attachment
1. Jee Technology Co.Ltd(688162) the resolution of the 16th meeting of the first board of directors;
2. Jee Technology Co.Ltd(688162) the resolution of the 12th meeting of the first board of supervisors;
3. Jee Technology Co.Ltd(688162) independent directors’ independent opinions on matters related to the 16th meeting of the first board of directors;
4. Legal opinion of Anhui Tianhe law firm on the first grant of the restricted stock incentive plan in Jee Technology Co.Ltd(688162) 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 Jee Technology Co.Ltd(688162) 2022.
Jee Technology Co.Ltd(688162) board of directors may 21, 2022