Securities code: 605228 securities abbreviation: Shentong Technology Group Co.Ltd(605228) Announcement No.: 2022-011 Shentong Technology Group Co.Ltd(605228) about adjustment
Announcement on matters related to the 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Shentong Technology Group Co.Ltd(605228) (hereinafter referred to as “the company” or ” Shentong Technology Group Co.Ltd(605228) “) convened the sixth meeting of the second board of directors and the fifth meeting of the second board of supervisors on January 19, 2022, deliberated and adopted the proposal on matters related to the adjustment of the restricted stock incentive plan in 2021. The relevant adjustments are hereby announced as follows:
1、 Relevant approval procedures for restricted stock incentive plan
1. On December 24, 2021, the company held the third meeting of the second board of directors, 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 submitting the general meeting of shareholders 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 their independent opinions on the relevant proposals of the restricted stock incentive plan in 2021 (hereinafter referred to as the “incentive plan”).
On the same day, the company held the third meeting of the second session of the board of supervisors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the restricted stock incentive plan in 2021, and the proposal on verifying the list of incentive objects of the company’s restricted stock incentive plan in 2021, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. From December 26, 2021 to January 4, 2022, the company publicized the names and positions of the incentive objects to be granted for the first time in the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection feedback. On January 5, 2022, the company disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2021.
3. On January 10, 2022, the company held the first extraordinary general meeting of shareholders in 2022, 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 and proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021. The company’s implementation of the incentive plan is approved, and the board of directors is authorized to determine the grant date, grant restricted shares to the incentive object when the incentive object meets the conditions, and handle all matters necessary for the grant. On the same day, the company disclosed the self inspection report on the trading of the company’s shares by insiders of the restricted stock incentive plan in 2021.
4. On January 19, 2022, the company held the sixth meeting of the second board of directors and the fifth meeting of the second 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 incentive objects for the first time. The board of supervisors of the company checked and issued verification opinions on the matters related to the first grant, and the independent directors of the company issued independent opinions on the relevant matters.
2、 Description of this adjustment
Whereas, among the incentive objects granted for the first time by the company in the incentive plan, one person voluntarily gives up subscribing for all 100000 restricted shares to be granted by the company for personal reasons, in accordance with the relevant provisions of the company’s restricted stock incentive plan (Draft) in 2021 (hereinafter referred to as the “incentive plan”) and the authorization of the company’s first extraordinary general meeting in 2022, The board of directors of the company shall adjust the list of incentive objects and the number of restricted shares granted for the first time in the incentive plan.
After the above adjustments, the number of incentive objects granted for the first time in the incentive plan is adjusted from 37 to 36, and the total amount of restricted shares granted remains unchanged at 5 million shares, of which the first grant part is adjusted from 4.65 million shares to 4.55 million shares, and the reserved grant part is adjusted from 350000 shares to 450000 shares. In addition, other contents of the incentive plan are consistent with the relevant contents deliberated and approved by the first extraordinary general meeting of shareholders in 2022.
The content of this adjustment is within the scope of authorization of the board of directors by the first extraordinary general meeting of shareholders in 2022 and does not need to be submitted to the general meeting of shareholders for deliberation.
3、 Impact of this adjustment on the company
This adjustment complies with the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other relevant laws and regulations and the relevant provisions of the company’s incentive plan, and will not have a substantive impact on the company’s financial status and operating results.
4、 Opinions of independent directors
Upon review, the independent directors believe that:
The relevant adjustments made by the board of directors to the first grant of the incentive plan comply with the management measures and other relevant laws and regulations as well as the relevant provisions of the incentive plan of the company. This adjustment is within the scope of authorization given to the board of directors by the company’s first extraordinary general meeting in 2022. The adjustment procedure is legal and compliant, and there is no situation that damages the interests of the company and all shareholders.
In conclusion, we agree that the company will adjust the list of incentive objects and the number of restricted shares granted for the first time in the incentive plan.
5、 Opinions of the board of supervisors
Upon review, the board of supervisors believes that:
The relevant adjustments made by the board of directors to the first grant of the incentive plan comply with the management measures and other relevant laws and regulations as well as the relevant provisions of the incentive plan of the company. This adjustment is within the scope of authorization given to the board of directors by the company’s first extraordinary general meeting in 2022. The adjustment procedure is legal and compliant, and there is no situation that damages the interests of the company and all shareholders. The adjusted incentive objects meet the incentive object conditions specified in the management measures and the incentive plan, and their subject qualification as the incentive object of the incentive plan is legal and effective.
In conclusion, the board of supervisors agreed that the company should adjust the list of incentive objects and the number of restricted shares granted for the first time in the incentive plan.
6、 Legal opinions issued by lawyers
Guohao law firm (Hangzhou) believes that as of the date of issuance of the legal opinion, Shentong Technology Group Co.Ltd(605228) the adjustment of the incentive plan and the first grant have obtained the necessary approval and authorization; The determination of the first grant date, the adjustment and determination of the first grant object and the number of awards comply with the provisions of the administrative measures and other laws, administrative regulations and normative documents as well as the incentive plan (Draft); Shentong Technology Group Co.Ltd(605228) the conditions for the first grant of restricted shares in this incentive plan have been met. The grant of restricted shares to incentive objects in Shentong Technology Group Co.Ltd(605228) complies with the relevant provisions of the administrative measures and other laws, administrative regulations, normative documents and the incentive plan (Draft).
Shentong Technology Group Co.Ltd(605228) it is still necessary to perform the obligation of information disclosure in accordance with the requirements of laws, administrative regulations and normative documents such as the administrative measures. 7、 Opinion of independent financial adviser
Shanghai Rongzheng Investment Consulting Co., Ltd., an independent financial consultant, believes that as of the date of issuance of the independent financial consultant’s report, the matters related to the adjustment of the company’s equity incentive plan have obtained the necessary approval and authorization, the adjustment procedures are legal and compliant, and there is no situation that damages the interests of the company and all shareholders.
8、 Documents for future reference
1. Shentong Technology Group Co.Ltd(605228) resolution of the sixth meeting of the second board of directors;
2. Shentong Technology Group Co.Ltd(605228) resolution of the fifth meeting of the second board of supervisors;
3. Shentong Technology Group Co.Ltd(605228) independent directors’ independent opinions on matters related to the sixth meeting of the second board of directors;
4. Legal opinion of Guohao law firm (Hangzhou) on the grant of Shentong Technology Group Co.Ltd(605228) 2021 restricted stock incentive plan;
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 Shentong Technology Group Co.Ltd(605228) 2021.
It is hereby announced.
Shentong Technology Group Co.Ltd(605228) board of directors January 20, 2022
