Securities code: 688777 securities abbreviation: Zhejiang Supcon Technology Co.Ltd(688777) Announcement No.: 2022-005 Zhejiang Supcon Technology Co.Ltd(688777)
Announcement on adjustment 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 liabilities for the authenticity, accuracy and integrity of its contents according to law. According to the administrative measures for equity incentive of listed companies (hereinafter referred to as the "administrative measures") The relevant provisions of Zhejiang Supcon Technology Co.Ltd(688777) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as "the incentive plan" and "the incentive plan") and the authorization of Zhejiang Supcon Technology Co.Ltd(688777) (hereinafter referred to as " Zhejiang Supcon Technology Co.Ltd(688777) " or "the company") to the board of directors at the third extraordinary general meeting of shareholders in 2021. The company held the ninth meeting of the Fifth Board of directors on January 14, 2022, The proposal on adjusting the relevant matters of the restricted stock incentive plan in 2021 was reviewed and passed, and the list of incentive objects and the number of rights and interests granted in the company's restricted stock incentive plan in 2021 (hereinafter referred to as the "incentive plan") were adjusted. The details are as follows:
1、 Relevant approval procedures performed for incentive plan
1. On December 15, 2021, the company held the 8th meeting of the 5th board of directors, which deliberated and adopted the proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary Proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2021, proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2021, etc. The independent directors of the company have expressed independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there are circumstances damaging the interests of the company and all shareholders.
On the same day, the company held the 8th meeting of the 5th board of supervisors, deliberated and adopted the proposal on the company's restricted stock incentive plan (Draft) in 2021 and its summary The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions, such as the proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2021 and the proposal on the verification of the list of incentive objects granted by the company for the first time in 2021.
2. From December 16, 2021 to December 25, 2021, the company publicized the list of incentive objects of the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection against the incentive objects of the incentive plan.
On December 27, 2021, the company disclosed the verification opinions and publicity statement of the Zhejiang Supcon Technology Co.Ltd(688777) board of supervisors on the list of incentive objects of the restricted stock incentive plan.
3. On December 31, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary Proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2021, proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2021, etc. The company's implementation of the incentive plan is approved by the general meeting of shareholders, and the board of directors is authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when incentive objects meet the conditions, and handle all matters necessary for the grant of restricted shares.
4. On January 14, 2022, the 9th meeting of the 5th board of directors and the 9th meeting of the 5th board of supervisors deliberated and adopted the proposal on adjusting matters related to the 2021 restricted stock incentive plan and the proposal on granting restricted shares to the incentive objects of the 2021 restricted stock incentive plan. The independent directors expressed their independent opinions on the above matters and believed that the adjustment of the incentive plan met the relevant provisions, 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 adjusted list of incentive objects.
2、 The adjustment of restricted stock incentive plan in 2021
In view of the resignation of one incentive object determined in the incentive plan from the company, the company held the 9th meeting of the 5th board of directors and the 9th meeting of the 5th board of supervisors on January 14, 2022, deliberated and adopted the proposal on matters related to the adjustment of the restricted stock incentive plan in 2021, and adjusted the list of incentive objects and the number of rights and interests granted, The number of incentive objects granted by the incentive plan was adjusted from 1003 to 1002, and the number of restricted shares granted was adjusted from 2993500 to 2989500.
In addition to the above adjustments, other contents of the incentive plan implemented this time are consistent with the incentive plan deliberated and adopted by the third extraordinary general meeting of shareholders in 2021. According to the authorization of the third extraordinary general meeting of shareholders in 2021, this adjustment does not need to be submitted to the general meeting of shareholders for deliberation.
3、 Impact of this adjustment on the company
The company's adjustment to the list of incentive objects and the number of granted rights and interests in the incentive plan will not have a material impact on the company's financial status and operating results.
4、 Opinions of independent directors
After verification, the independent directors believe that the company's adjustment of the list of incentive objects and the number of granted rights and interests in the incentive plan complies with the company law of the people's Republic of China, the securities law of the people's Republic of China, the administrative measures and other laws, regulations, normative documents and the relevant provisions of the incentive plan. This adjustment is within the scope of authorization of the third extraordinary general meeting of shareholders of the company in 2021, the adjustment procedure is legal and compliant, and there is no damage to the interests of the company and shareholders. We agree with the company's adjustment of the list of incentive objects and the number of granted rights and interests of the incentive plan. After adjustment, the number of incentive objects granted by the company's incentive plan was adjusted from 1003 to 1002, and the number of restricted shares granted was adjusted from 2993500 shares to 2989500 shares.
5、 Opinions of the board of supervisors
After verification, the board of supervisors believes that the adjustment of the list of incentive objects and the number of granted rights and interests of the incentive plan complies with the company law of the people's Republic of China, management measures and other laws, regulations, normative documents and relevant provisions of the incentive plan, and there is no situation that damages the interests of shareholders of the company. The adjusted incentive object is not prohibited from being granted restricted shares, and the subject qualification of the incentive object is legal and effective. Therefore, we agree with the company's adjustment of the list of incentive objects and the number of granted rights and interests in the incentive plan. After adjustment, the number of incentive objects granted by the company's incentive plan was adjusted from 1003 to 1002, and the number of restricted shares granted was adjusted from 2993500 shares to 2989500 shares.
6、 Concluding observations of lawyers' legal opinions
The exchange believes that as of the issuance date of this legal opinion, the company has performed the necessary approval and authorization at this stage for the adjustment and related matters granted this time; This adjustment complies with the relevant provisions of the management measures and the incentive plan; The date and object of this grant are in accordance with the relevant provisions of the administrative measures and the incentive plan; The conditions for this grant have been met, and the implementation of this grant by the company complies with the relevant provisions of the management measures and the incentive plan. This grant still needs to fulfill the obligation of information disclosure according to law.
It is hereby announced.
Zhejiang Supcon Technology Co.Ltd(688777) board of directors January 15, 2022
