Securities code: 300737 securities abbreviation: Keshun Waterproof Technologies Co.Ltd(300737) Announcement No.: 2022-008 Keshun Waterproof Technologies Co.Ltd(300737) about
Announcement on adjusting matters related to the restricted stock incentive plan in 2021
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the contents.
Keshun Waterproof Technologies Co.Ltd(300737) (hereinafter referred to as “the company”) deliberated and adopted the proposal on adjusting matters related to the 2021 restricted stock incentive plan at the 10th meeting of the third board of directors and the 9th meeting of the third board of supervisors held on January 17, 2022. The specific contents are hereby announced as follows:
1、 Relevant approval procedures for equity incentive plan
（1） Relevant approval procedures for 2021 restricted stock incentive plan
1. On November 8, 2021, the company held the ninth meeting of the third board of directors and the eighth meeting of the third board of supervisors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on formulating the company’s measures for the assessment and management of the implementation of the restricted stock incentive plan in 2021. The independent directors of the company express independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any situation damaging the interests of the company and all shareholders. Beijing Zhonglun (Shenzhen) law firm (hereinafter referred to as “Zhonglun lawyer”) issued a legal opinion.
2. The company has publicized the list of incentive objects granted for the first time internally from November 9, 2021 to November 18, 2021. During the publicity period, the board of supervisors has verified the list of incentive objects granted for the first time in this incentive plan, On November 20, 2021, the company issued the statement and verification opinions of the board of supervisors on the publicity of the list of incentive objects granted for the first time under the restricted stock incentive plan in 2021, and disclosed the self inspection report on the insider of the restricted stock incentive plan in 2021 and the purchase and sale of shares of the company by the incentive objects granted for the first time.
3. On November 25, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary 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 requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021. The incentive plan was approved by the third extraordinary general meeting of shareholders in 2021, and the board of directors was authorized to determine the first grant date, When the incentive object meets the conditions for the first time, grant restricted shares to it and handle all matters necessary for the grant of restricted shares.
4. On January 17, 2022, the company held the 10th meeting of the 3rd board of directors and the 9th meeting of the 3rd board of supervisors, deliberated and adopted the proposal on adjusting the matters related to the 2021 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company issued independent opinions on the above matters, agreed to adjust the relevant matters of the incentive plan, and granted 16 million restricted shares to 359 eligible incentive objects (excluding the reserved part) for the first time on January 17, 2022. Zhonglun lawyer has issued a legal opinion on matters related to the first grant of the incentive plan.
2、 Adjustment of this incentive plan
Whereas, among the first granted incentive objects involved in the company’s 2021 restricted stock incentive plan (hereinafter referred to as the “incentive plan”), 32 employees voluntarily give up subscribing for the company’s restricted shares due to resignation or personal reasons. According to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the incentive plan and the authorization of the third extraordinary general meeting of shareholders in 2021, the board of directors of the company adjusted the incentive objects and the number of restricted shares granted for the first time in the incentive plan. After the adjustment, the number of incentive objects granted for the first time is adjusted from 391 to 359, and the total number of restricted shares to be granted under the incentive plan remains unchanged. The number of restricted shares to be granted for the first time is adjusted from 17.44 million shares to 16 million shares, and the number of reserved restricted shares is adjusted from 2.56 million shares to 4 million shares. In addition to the above adjustments, the list of incentive objects and the number of restricted shares granted by the company this time are consistent with the list of incentive objects and the number of restricted shares granted in the incentive plan and its summary deliberated and approved by the third extraordinary general meeting of shareholders in 2021, and the incentive standards are consistent without difference. The adjusted list and distribution of incentive objects are as follows (the following percentage calculation results are rounded to two decimal places):
Proportion of restricted shares granted by job type to the total number of votes (10000 shares) granted to restricted shares in the current total share capital
Middle management and core technology 1600 80.00% 1.39%
(business) personnel (359 persons)
Reserved 400 20.00% 0.35%
Total 2000 100.00% 1.74%
Note: 1. The shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 10% of the total share capital of the company.
2. The incentive objects of the plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
3. The incentive objects of the reserved part shall be determined within 12 months after the plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall disclose the relevant information of the incentive objects in a timely and accurate manner on the designated website as required.
According to the authorization of the company’s third extraordinary general meeting in 2021, this adjustment is within the scope of authorization and can be reviewed and approved by the board of directors of the company without submitting it to the general meeting for deliberation. 3、 Impact of this adjustment on the company
The company’s adjustment of the incentive objects and the number of restricted shares granted for the first time in the 2021 restricted stock incentive plan will not have a material impact on the company’s financial status and operating results, nor will it affect the diligence of the company’s management team. The company’s management team will continue to earnestly perform their duties and try their best to create value for shareholders.
4、 Opinions of the board of supervisors
The adjustment of the number of incentive objects and the number of restricted shares granted for the first time in the company’s restricted stock incentive plan in 2021 complies with the administrative measures and other relevant laws, regulations, normative documents and the relevant provisions of the company’s incentive plan. The adjustment procedures are legal and compliant. The incentive objects granted for the first time after adjustment comply with the administrative measures According to the conditions of the incentive object stipulated in the incentive plan and other relevant laws and regulations, its subject qualification as the incentive object of this incentive plan is legal and effective, and there is no damage to the interests of the company and all shareholders. The board of supervisors agreed to adjust the incentive plan of the company.
5、 Opinions of independent directors
The company’s adjustment of the incentive objects and the number of restricted shares granted for the first time in the incentive plan complies with the articles of association, management measures and other relevant laws, regulations, normative documents as well as the relevant provisions of the company’s incentive plan. The adjustment has been authorized by the shareholders’ meeting, and the adjustment procedure is legal and compliant, There is no situation that damages the interests of the company and all shareholders.
Therefore, we agree that the company will adjust the incentive objects and the number of restricted shares granted for the first time in this incentive plan accordingly.
6、 Conclusion of legal opinion
The adjustment of the company’s equity incentive plan and the related matters of the first grant have obtained the necessary approval and authorization at this stage, comply with the relevant laws and regulations such as the company law, the management measures and the relevant provisions of the articles of association and the equity incentive plan, and there is no obvious damage to the interests of the listed company and all shareholders; The granting date of restricted shares granted for the first time in the equity incentive plan complies with the company law, the administrative measures and other relevant laws and regulations, as well as the articles of association and the equity incentive plan; The first grant of restricted shares in this equity incentive plan complies with the conditions for grant stipulated in the company law, the management measures and other relevant laws and regulations, the articles of association and the equity incentive plan.
7、 Documents for future reference
1. Resolutions of the 10th meeting of the 3rd board of directors;
2. Resolutions of the 9th meeting of the 3rd board of supervisors;
3. Verification opinions of the board of supervisors on the list of incentive objects on the first grant date of the company’s restricted stock incentive plan in 2021;
4. Independent opinions of independent directors on matters related to the 10th meeting of the third board of directors; 5. Legal opinion of Beijing Zhonglun (Shenzhen) law firm on Keshun Waterproof Technologies Co.Ltd(300737) 2021 restricted stock incentive plan adjustment and initial grant;
6. List of incentive objects of restricted stock incentive plan in 2021 (after adjustment).
Keshun Waterproof Technologies Co.Ltd(300737) board of directors
January 18, 2022
