Securities code: Weihai Guangwei Composites Co.Ltd(300699) securities abbreviation: Weihai Guangwei Composites Co.Ltd(300699) Announcement No.: 2022039 Weihai Guangwei Composites Co.Ltd(300699)
Announcement on adjusting the list of incentive objects and the number of rights and interests granted for the first time under 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. Dong
Weihai Guangwei Composites Co.Ltd(300699) (hereinafter referred to as "the company" and " Weihai Guangwei Composites Co.Ltd(300699) ") deliberated and approved the proposal on the company's restricted stock incentive plan in 2022 (Draft) and its summary and other proposals at the 2021 annual general meeting of shareholders held on May 18, 2022. According to the company's 2022 restricted stock incentive plan (hereinafter referred to as the "incentive plan") and the authorization of the company's 2021 annual general meeting of shareholders, the company held the 11th meeting of the third board of directors and the 10th meeting of the third board of supervisors on May 20, 2022, and considered and adopted the proposal on adjusting matters related to the 2022 restricted stock incentive plan. The relevant matters are explained as follows:
1、 Relevant approval procedures for this equity incentive plan have been performed
1. On April 25, 2022, the company held the 10th meeting of the third 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 requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan, The independent directors of the company gave independent opinions on the relevant proposals of the incentive plan, and the financial adviser and legal adviser gave professional opinions and issued a report. 2. On April 25, 2022, the company held the 9th meeting of the 3rd board of supervisors, deliberated and passed the proposal on the company's restricted stock incentive plan (Draft) in 2022 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 verifying the list of incentive objects granted by the company's restricted stock incentive plan for the first time in 2022, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
3. From April 26, 2022 to May 6, 2022, the company publicized the list and positions of incentive objects first granted by the restricted stock incentive plan in 2022 within the company. During the publicity period, the company shall supervise
The meeting did not receive any objection from any organization or individual. On May 14, 2022, the company disclosed the review opinions and publicity statement of the board of supervisors on the list of incentive objects first granted by the restricted stock incentive plan in 2022 (2022033).
4. On May 18, 2022, the company held the 2021 annual general meeting of shareholders, deliberated and approved the proposal on the company's restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the assessment and management of the implementation of the company's restricted stock incentive plan in 2022, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan, The board of directors is authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when they meet the conditions, and handle all matters necessary for the grant of restricted shares. On May 19, 2022, the company disclosed the self inspection report on the trading of the company's shares by insiders and incentive objects of the restricted stock incentive plan in 2022 (2022036).
5. On February 20, 2025, the third meeting of the 11th board of directors on the adjustment of stock incentive plan was held as the first meeting of the board of directors, which agreed to consider the incentive plan of the company as the incentive object, 4.98 million class II restricted shares were granted to 137 eligible incentive objects. The independent directors of the company expressed their independent opinions and believed that the granting conditions had been met, the subject qualification of the incentive object was legal and effective, and the determined granting date met the relevant provisions. The board of supervisors of the company verified the list of incentive objects granted with class II restricted shares and issued verification opinions. Agree to the list of incentive objects granted for the first time by the company in this incentive plan.
2、 Reasons and results of adjustment
In view of the fact that among the incentive objects first granted by the company's restricted stock incentive plan in 2022, one incentive object voluntarily gave up participating in the incentive plan for personal reasons, involving a total of 20000 restricted shares to be granted by the company. According to the above situation and the authorization of the company's 2021 annual general meeting of shareholders, the company held the 11th meeting of the third board of directors and the 10th meeting of the third board of supervisors on May 20, 2022, deliberated and adopted the proposal on matters related to the adjustment of the restricted stock incentive plan in 2022, and adjusted the list of incentive objects and the number of rights and interests granted for the first time in this incentive plan. After this adjustment, the number of incentive objects granted for the first time is adjusted from 138 to 137; The total number of class II restricted shares granted was adjusted from 6.25 million shares to 622.5 million shares, the number of class II restricted shares granted for the first time was adjusted from 5 million shares to 4.98 million shares, and the number of class II restricted shares reserved for grant was adjusted from 1.25 million shares to 1.245 million shares (due to the reduction of the number of shares granted for the first time, the reserved part accounted for more than 20% of the total incentive plan, so the number of reserved shares was adjusted simultaneously). In addition to the above adjustments, other contents of the incentive plan implemented this time are consistent with the incentive plan deliberated and approved by the company's 2021 annual general meeting of shareholders. The board of supervisors of the company verified the adjusted list of incentive objects, and the independent directors of the company expressed independent opinions.
3、 Impact of this adjustment on the company
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 will not have a material impact on the company's financial status and operating results.
4、 Opinions of independent directors
The independent directors believe that the adjustment of the list of incentive objects granted for the first time in the restricted stock incentive plan in 2022 complies with the relevant provisions on the adjustment of incentive plan in laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of equity incentive of listed companies, and has performed the necessary procedures. This adjustment is within the scope of authorization of 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 shareholders.
After this adjustment, the number of incentive objects granted for the first time was adjusted from 138 to 137, and the number of restricted shares granted under this incentive plan was adjusted from 6.25 million shares to 6225000 shares, of which the number of restricted shares granted for the first time was adjusted from 5 million shares to 4.98 million shares, and the number of restricted shares reserved for grant was adjusted from 1.25 million shares to 1.245 million shares. We agree to the company's adjustment of matters related to the restricted stock incentive plan in 2022.
5、 Opinions of the board of supervisors
The board of supervisors of the company believes that the 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 requirements of 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 company's 2022 restricted stock incentive plan, Moreover, this adjustment is within the scope of authorization of the board of directors by the company's 2021 annual general meeting of shareholders, and there is no obvious damage to the interests of the company and all shareholders. Therefore, we agree that the company will adjust the list of incentive objects granted for the first time and the number of class II restricted shares granted in this incentive plan. The adjusted incentive objects meet the incentive object conditions specified in the administrative measures, the Listing Rules of gem shares of Shenzhen Stock Exchange, the company's restricted stock incentive plan in 2022 and other relevant documents, and their subject qualifications as the incentive objects of this incentive plan are legal and effective. After this adjustment, the number of restricted shares granted in this incentive plan is adjusted from 6.25 million shares to 6225000 shares, the number of incentive objects granted for the first time is adjusted from 138 to 137, the number of restricted shares granted for the first time is adjusted from 5 million shares to 4.98 million shares, and the number of restricted shares reserved for grant is adjusted from 1.25 million shares to 1.245 million shares. We agree to the company's adjustment of matters related to the restricted stock incentive plan in 2022.
6、 Conclusion of lawyer's legal opinion
Weihai Guangwei Composites Co.Ltd(300699) the adjustment and grant of the equity incentive plan have obtained the necessary approval and authorization at this stage; The determination of the first grant date of the equity incentive plan, the achievements of the grant conditions, the grant object, the grant quantity and the grant price comply with the provisions of the company law, the securities law, the administrative measures, the listing rules, the guide to self regulatory supervision and other relevant laws, regulations and normative documents, The first grant of restricted shares in this equity incentive plan still needs to fulfill the obligation of information disclosure in accordance with the administrative measures and the relevant provisions of Shenzhen Stock Exchange.
7、 Opinion of independent financial advisor
Weihai Guangwei Composites Co.Ltd(300699) the necessary approvals and authorizations have been obtained for the first grant of the restricted stock incentive plan. The grant date, price, object The determination of the number of grants, the adjustment of the restricted stock incentive plan and the granting matters comply with the provisions of laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self regulatory supervision, Weihai Guangwei Composites Co.Ltd(300699) there is no situation that does not meet the granting conditions specified in the company's restricted stock incentive plan in 2022.
8、 Documents for future reference
1. Weihai Guangwei Composites Co.Ltd(300699) the resolution of the 11th meeting of the third board of directors;
2. Weihai Guangwei Composites Co.Ltd(300699) the resolution of the 10th meeting of the third board of supervisors;
3. Weihai Guangwei Composites Co.Ltd(300699) independent directors' independent opinions on relevant proposals of the 11th meeting of the third board of directors;
4. Legal opinion of Beijing Zhide law firm on the adjustment and initial grant of the restricted stock incentive plan in Weihai Guangwei Composites Co.Ltd(300699) 2022;
5. Independent financial consultant report of Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. on matters related to the first grant of restricted shares under the Weihai Guangwei Composites Co.Ltd(300699) 2022 restricted stock incentive plan.
It is hereby announced.
Weihai Guangwei Composites Co.Ltd(300699) board of directors may 20, 2022
