Securities code: 688008 securities abbreviation: Montage Technology Co.Ltd(688008) Announcement No.: 2022-006 Montage Technology Co.Ltd(688008)
First grant of restricted stock incentive plan in 2019
The first vesting result and share listing announcement in the second vesting period
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 responsibility for the authenticity, accuracy and integrity of its contents according to law. Important note: the number of shares vested this time: 1517340, accounting for 0.13% of the total share capital of the company before vesting
The listing and circulation time of the vested shares: February 8, 2022
1、 Decision making procedures and relevant information disclosure of the ownership of restricted shares
(1) On October 21, 2019, the company held the 10th meeting of the first board of directors, which deliberated and adopted the proposal on the company's 2019 restricted stock incentive plan (Draft) and its summary, and the proposal on the company's assessment management measures for the implementation of 2019 restricted stock incentive plan. The independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan.
On the same day, the company held the sixth meeting of the first board of supervisors, deliberated and adopted the proposal on the company's 2019 restricted stock incentive plan (Draft) and its summary, and the proposal on the company's assessment management measures for the implementation of 2019 restricted stock incentive plan. The board of supervisors of the company issued verification opinions on the incentive plan. On November 25, 2020, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclose the summary announcement of 2019 restricted stock incentive plan (Draft) (Announcement No.: 2019-008). (2) On October 29, 2019, the company held the 11th meeting of the first board of directors, which deliberated and adopted the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
(3) From October 22, 2019 to October 31, 2019, the company publicized the names and positions of the incentive objects to be granted in the incentive plan within the company. During 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 14, 2019, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the "explanation and verification opinions of the board of supervisors on the publicity of the list of incentive objects of the company's restricted stock incentive plan in 2019" (Announcement No.: 2019-014).
(4) On November 25, 2019, the company held the second extraordinary general meeting of shareholders in 2019, deliberated and passed the proposal on the company's 2019 restricted stock 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 incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. On November 26, 2019, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclose the self inspection report on the insider information of the company's restricted stock incentive plan in 2019 and the trading of the company's shares by insiders and incentive objects (Announcement No.: 2019-015).
(5) On January 8, 2020, the company held the 12th meeting of the first board of directors and the 8th meeting of the first board of supervisors, deliberated and adopted the proposal on adjusting the matters related to the 2019 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed independent opinions on the granting matters and believed that the granting conditions had been met, the subject qualification of the incentive object granted for the first time was legal and valid, and the determined first granting date met the relevant provisions. The board of supervisors issued verification opinions on the list of incentive objects on the first grant date. On January 9, 2020, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclose the announcement on granting restricted shares to incentive objects for the first time (Announcement No.: 2020-002). (6) On November 24, 2020, the company held the 19th meeting of the first board of directors and the 13th meeting of the first board of supervisors, deliberated and adopted the proposal on adjusting the grant price of 2019 restricted stock incentive plan and the proposal on granting reserved restricted shares to incentive objects. The independent directors of the company expressed independent opinions on relevant matters, It is considered that the granting conditions have been met, the subject qualification of the incentive object is legal and effective, and the determined reserved granting date meets the relevant provisions. The board of supervisors verified the list of incentive objects reserved for the grant date and issued verification opinions. In view of the completion of equity distribution in 2019, the grant price (including reserved grant) is adjusted from 25 yuan / share to 24.7 yuan / share. On November 25, 2020, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclose the announcement on adjusting the grant price of the restricted stock incentive plan in 2019 (Announcement No.: 2020-033) and the announcement on granting reserved restricted shares to incentive objects (Announcement No.: 2020-034).
(7) On January 8, 2021, the company held the 20th meeting of the first board of directors and the 14th meeting of the first board of supervisors, deliberated and adopted the proposal on meeting the vesting conditions for the first vesting period of the company's restricted stock incentive plan in 2019. The independent directors and supervisors of the company expressed their consent on relevant matters. On January 9, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclose the announcement on meeting the vesting conditions in the first vesting period of the first vesting part of the restricted stock incentive plan in 2019 (Announcement No.: 2021-001).
(8) On August 9, 2021, the company held the 23rd Meeting of the first board of directors and the 17th meeting of the first board of supervisors, deliberated and adopted the proposal on adjusting the grant price of restricted stock incentive plan in 2019. In view of the completion of equity distribution in 2020, the grant price (including reserved grant) is adjusted from 24.7 yuan / share to 24.4 yuan / share. Independent directors express independent opinions on the above price adjustment. On August 10, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclose the announcement on adjusting the grant price of restricted stock incentive plan in 2019 (Announcement No.: 2021-024).
(9) On November 24, 2021, the company held the third meeting of the second board of directors and the third meeting of the second board of supervisors, deliberated and adopted the proposal on meeting the vesting conditions in the first vesting period of the reserved vesting part of the company's restricted stock incentive plan in 2019.
The independent directors and supervisors of the company expressed their consent on relevant matters. On November 25, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclose the announcement that the first vesting period of the reserved grant part of the restricted stock incentive plan in 2019 meets the vesting conditions (Announcement No.: 2021-048).
(10) On January 10, 2022, the company held the fifth meeting of the second board of directors and the fifth meeting of the second board of supervisors, deliberated and adopted the proposal on meeting the vesting conditions for the second vesting period of the company's restricted stock incentive plan in 2019. The independent directors and supervisors of the company expressed their consent on relevant matters. On January 11, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclose the announcement that the second vesting period of the first vesting part of the restricted stock incentive plan in 2019 meets the vesting conditions (Announcement No.: 2022-003).
2、 Basic information on the ownership of restricted shares this time
(I) number of shares vested this time
The proportion of the number of authorized shares (10000 shares in the total number of authorized (10000) shares) to the total number of authorized shares
1、 Directors, senior managers and core technicians
1 Shangang core technicians 10.00 2.00 20%
2. Chang Zhongyuan's core technicians 10.00 2.00 20%
（Zhongyuan Chang）
3. Core technicians of Shi Gang 20.00 4.00 20%
Subtotal (3 persons) 40.00 8.00 20%
2、 Other incentive objects
Other personnel (226 persons) deemed by the board of directors to need incentive 719.17 143.734 19.99%
Total (229 persons) 759.17 151.734 19.99%
(II) the source of the shares attributable this time
The attributable shares come from the company's directional issuance of A-share common shares to incentive objects.
(III) number of employees
There are 229 people in total.
The company's restricted stock incentive plan in 2019 granted 234 incentive objects that met the vesting conditions in the second vesting period for the first time: 229 people have completed the capital contribution of 1517340 attributable shares in the second vesting period for the first time; Five incentive objects have not participated in the ownership registration of restricted shares. If the five incentive objects complete their capital contribution before the expiration of the second vesting period of the first grant specified in the 2019 restricted stock incentive plan, the company will complete the ownership registration of corresponding shares in the future.
Therefore, the company actually attributed 1517340 restricted shares to 229 incentive objects.
3、 Listing and circulation arrangements of restricted shares and changes in share capital
(I) the listing and circulation date of the vested shares: February 8, 2022.
(II) number of shares listed and circulated this time: 1517340 shares.
(III) restrictions on the sale and transfer of shares attributable to directors and senior managers:
There are no directors and senior managers involved in this vesting of shares.
(IV) changes in share capital
Unit: shares
Before and after the change
Total share capital 1131306771 1517340 1132824111
The company has no actual controller before the share change, and there is still no actual controller after the share change.
4、 Capital verification and share registration
Ernst & Young Huaming Certified Public Accountants (special general partnership) issued the Montage Technology Co.Ltd(688008) capital verification report [Ernst & Young Huaming (2022) Yan Zi No. 61542019b01] on January 19, 2022, and verified the paid in registered capital of the company in the second vesting period of the first vesting part of the restricted stock incentive plan in 2019.
As of January 17, 2022, the company has received a total of 37023096.00 yuan of restricted stock subscription paid by 229 incentive objects in monetary funds, including 1517340.00 yuan of new share capital and 35505756.00 yuan of balance, which are included in the capital reserve. The registered capital of the company after the change is RMB 1132824111.00 and the share capital is RMB 1132824111.00.
The newly added shares have been registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. on January 26, 2022.
5、 Impact of new shares after this vesting on the latest financial report
According to the company's report for the third quarter of 2021, the net profit attributable to the shareholders of the listed company from January to September 2021 was 512449943.30 yuan, and the basic earnings per share of the company from January to September 2021 was 0.45 yuan; After this vesting, based on the total share capital of 1132824111 shares after vesting, the basic earnings per share of the company from January to September 2021 will be diluted accordingly under the condition that the net profit attributable to the shareholders of the listed company remains unchanged.
The number of restricted shares vested this time is 1517340, accounting for about 0.13% of the total share capital of the company before vesting, which has no significant impact on the financial status and operating results of the company in the latest period.
It is hereby announced.
Montage Technology Co.Ltd(688008)
