Securities code: 300068 securities abbreviation: Zhejiang Narada Power Source Co.Ltd(300068) Announcement No.: 2022-011 Zhejiang Narada Power Source Co.Ltd(300068)
On cancellation of 2019 restricted stock and stock option incentive plan
Announcement of stock options not exercised in the first exercise period of stock options
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are responsible for any false records, misleading statements or major omissions in the announcement.
The 28th meeting of the seventh board of directors of Zhejiang Narada Power Source Co.Ltd(300068) (hereinafter referred to as “the company” or ” Zhejiang Narada Power Source Co.Ltd(300068) “) deliberated and adopted the proposal on canceling the stock options not exercised during the first exercise period of the stock options of the restricted stock and stock option incentive plan in 2019, and agreed to cancel 30000 stock options granted but not exercised during the first exercise period of the company’s stock options, The relevant matters are hereby announced as follows:
1、 Brief introduction of stock option incentive plan of the company
1. On November 15, 2019, the 8th meeting of the 7th board of directors of the company deliberated and approved the proposal on the company’s 2019 restricted stock and stock option incentive plan (Draft) and its summary, and the proposal on the company’s measures for the assessment and management of the implementation of 2019 restricted stock and stock option incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the equity incentive plan and proposal on convening the second extraordinary general meeting of shareholders in 2019. The independent directors of the company expressed 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, and solicited entrusted voting rights from all shareholders on the incentive plan; Relevant proposals were deliberated and adopted at the 8th meeting of the 6th board of supervisors of the company; Shanghai jintiancheng law firm issued a legal opinion on the draft incentive plan.
2. On November 18, 2019, the company opened the website at www.cn.info.com.cn The list of incentive objects of the 2019 restricted stock and stock option incentive plan was announced on the website, and the names and positions of the incentive objects of the equity incentive plan were publicized through the company’s internal website. The publicity period was from November 18, 2019 to November 27, 2019. After the expiration of the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects of the incentive plan. On November 28, 2019, the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects of the 2019 restricted stock and stock option incentive plan.
3. On December 3, 2019, the second extraordinary general meeting of the company in 2019 deliberated and passed the proposal on the company’s 2019 restricted stock and stock option incentive plan (Draft) and its summary, and the proposal on the company’s measures for the administration of the implementation and assessment of the 2019 restricted stock and stock option incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the equity incentive plan. The company’s implementation of the 2019 restricted stock and stock option incentive plan was approved, and the board of directors was authorized to determine the grant date, grant restricted stock and stock option to the incentive object when the incentive object meets the conditions, and handle all matters necessary for the grant. After the shareholders’ meeting deliberated and approved the equity incentive plan and relevant proposals, the company disclosed the announcement of the resolution of the shareholders’ meeting, the equity incentive plan deliberated and approved by the shareholders’ meeting and the company’s self inspection report on the insider information of the 2019 restricted stock and stock option incentive plan and the purchase and sale of the company’s shares by the incentive object on December 4, 2019.
4. On December 4, 2019, the ninth meeting of the seventh board of directors and the ninth meeting of the sixth board of supervisors deliberated and adopted the proposal on granting restricted shares and stock options to incentive objects. The independent directors of the company expressed independent opinions on this and believed that the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions. Shanghai jintiancheng law firm issued a legal opinion on matters related to the granting of restricted shares and stock options by the company.
5. On December 30, 2019, upon review and confirmation by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the company has completed the registration of 20.5 million stock options granted under the 2019 restricted stock and stock option incentive plan (Draft), in which the stock option is abbreviated as Nandu jlc3 and the option code is 036396.
6. The company held the 19th meeting of the 7th board of directors and the 17th meeting of the 6th board of supervisors on December 31, 2020, The proposal on the adjustment and cancellation of part of the stock options granted but not approved to be exercised by the staff of the company’s restricted stock and stock option incentive plan in 2019 and the proposal on the achievement of exercise conditions of stock options in the first exercise period of the company’s restricted stock and stock option incentive plan in 2019 were reviewed and approved. According to the measures for the administration of equity incentive of listed companies, the company’s 2019 restricted stock and stock option incentive plan (Draft) and other relevant provisions, as well as the authorization of the company’s second extraordinary general meeting in 2019, it is agreed to cancel some stock options due to the resignation of incentive objects and other reasons. After adjustment, the number of incentive objects granted stock options was adjusted from 387 to 366, and the number of stock options granted was adjusted from 20.5 million to 19.82 million. At the same time, in combination with the company’s achieved performance in 2019 and the achievement of individual performance conditions of each incentive object, 366 incentive objects who meet the exercise conditions are agreed to exercise their rights in the way of independent exercise in the first exercise period, the number of exercisable rights is 9.91 million, and the exercise price is 10.86 yuan / share. The independent directors of the company expressed independent opinions on this, and Shanghai jintiancheng law firm issued a legal opinion.
7. On January 22, 2021, the company held the 20th meeting of the 7th board of directors and the 18th meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on the achievement of lifting the conditions for the first lifting of restricted shares in the company’s restricted stock and stock option incentive plan in 2019. In accordance with the measures for the administration of equity incentive of listed companies, the company’s 2019 restricted stock and stock option incentive plan (Draft) and other relevant provisions, as well as the authorization of the company’s second extraordinary general meeting in 2019, and in combination with the company’s achieved performance in 2019 and the individual performance evaluation results of each incentive object, The board of directors considered that the conditions for lifting the restrictions on the sale of restricted shares in the first lifting period of the company’s restricted shares and stock option incentive plan in 2019 had been met, and agreed that the company would lift the restrictions on the sale of 4750000 restricted shares held by 27 incentive objects, and handle the corresponding lifting procedures.
The independent directors of the company expressed independent opinions on this, and Shanghai jintiancheng law firm issued a legal opinion.
8. On April 26, 2021, the company held the 22nd Meeting of the 7th board of directors and the 20th meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on cancellation of stock options and repurchase and cancellation of restricted shares. According to the relevant provisions of the 2019 restricted stock and stock option incentive plan (Draft), through the audit of Tianjian Certified Public Accountants (special general partnership), the conditions for exercise / lifting of restrictions in the second exercise / restriction period of the company’s 2019 restricted stock and stock option incentive plan were not fulfilled, and the company cancelled 366 incentive objects, totaling 9.91 million stock options, Repurchase and cancel a total of 4.75 million restricted shares of 27 incentive objects. The independent directors of the company expressed independent opinions on this, and Shanghai jintiancheng law firm issued a legal opinion.
9. The company held the 23rd Meeting of the 7th board of directors and the 21st Meeting of the 6th board of supervisors on July 15, 2021. The meeting deliberated and adopted the proposal on adjusting the exercise price of stock options in the 2019 restricted stock and stock option incentive plan. As the company implemented the 2020 annual equity distribution plan, According to the relevant provisions of the company’s 2019 restricted stock and stock option incentive plan (Draft) and the authorization of the second extraordinary general meeting of shareholders in 2019, the board of directors of the company adjusted the exercise price of stock options involved in the company’s stock option incentive plan. The company adjusted the exercise price of some stock options granted but not yet exercised from 10.86 yuan / share to 10.82 yuan / share.
10. On January 25, 2022, the company held the 28th meeting of the 7th board of directors and the 26th meeting of the 6th board of supervisors, deliberated and approved the proposal on cancellation of stock options not exercised during the first exercise period of stock options of the 2019 restricted stock and stock option incentive plan, and the company decided to cancel 30000 stock options not exercised. The independent directors of the company expressed clear consent to the above proposal.
2、 Reasons and quantity of this cancellation of stock options
The first exercise period of the company’s stock option incentive plan is from January 14, 2021 to December 30, 2021, and the number of exercisable stock options in this exercise period is 9.91 million. As of December 30, 2021, the actual number of stock options exercised by incentive objects is 9.88 million, and the number of stock options not exercised is 30000. According to the relevant provisions of the company’s stock option incentive plan, this part of stock options that are not exercised within the exercise period shall be cancelled by the company. The company will apply to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch for the cancellation of the above stock options in accordance with relevant regulations.
3、 The impact of the cancellation of stock options on the company’s performance
This cancellation 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 make every effort to create value for shareholders.
4、 Opinions of independent directors
After deliberation, the independent directors believe that the cancellation of the company complies with the relevant provisions of the equity incentive plan and the measures for the administration of equity incentive of listed companies, does not damage the interests of the company and all shareholders, and will not have a significant impact on the operating performance of the company. All independent directors unanimously agreed that the company would cancel 30000 stock options that were not exercised in the first exercise period of stock options under the 2019 restricted stock and stock option incentive plan.
5、 Verification opinions of the board of supervisors
The board of supervisors believes that the cancellation of the company complies with the relevant provisions of the equity incentive plan and the measures for the administration of equity incentive of listed companies. The board of supervisors agrees that the company shall cancel 30000 stock options that have not been exercised in the first exercise period of the stock option incentive plan.
6、 Lawyer’s opinion
After verification, lawyer jintiancheng believes that the cancellation of the company has fulfilled the necessary legal procedures required at the present stage and complies with the provisions of the company law, the securities law, the management measures, the articles of association and the incentive plan. The company still needs to go through the cancellation registration procedures and fulfill the obligation of information disclosure according to the progress of cancellation registration.
7、 Documents for future reference
1. Resolutions of the 28th meeting of the 7th board of directors;
2. Resolutions of the 26th meeting of the 6th board of supervisors;
3. Independent opinions of independent directors on relevant matters;
4. Legal opinion of Shanghai jintiancheng law firm on Zhejiang Narada Power Source Co.Ltd(300068) cancellation of stock options not exercised in the first exercise period of stock options under the 2019 restricted stock and stock option incentive plan.
It is hereby announced.
Zhejiang Narada Power Source Co.Ltd(300068) board of directors
January 26, 2022
