Securities code: 603986 securities abbreviation: Gigadevice Semiconductor (Beijing) Inc(603986) Announcement No.: 2022-005 Gigadevice Semiconductor (Beijing) Inc(603986)
Announcement on the implementation of equity incentive restricted stock repurchase and cancellation
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.
Important content tips:
Reasons for repurchase cancellation: due to the resignation of 7 incentive objects in the company's 2018 stock option and restricted stock incentive plan and 15 incentive objects in the 2020 stock option and restricted stock incentive plan, they no longer have incentive qualification and repurchase their granted but not lifted restricted shares.
Relevant information about the cancellation of shares
Number of shares repurchased number of shares cancelled date of cancellation
72,682 72,682 2022.2.10
1、 Decision making and information disclosure of this restricted stock repurchase and cancellation
Gigadevice Semiconductor (Beijing) Inc(603986) (hereinafter referred to as "the company" or " Gigadevice Semiconductor (Beijing) Inc(603986) ") held the 30th meeting of the third board of directors and the 28th meeting of the third board of supervisors on October 26, 2021, The proposal on repurchasing and canceling part of stock options and restricted stocks granted for the first time in the 2018 stock option and restricted stock incentive plan and the proposal on repurchasing and canceling part of stock options and restricted stocks in the 2020 stock option and restricted stock incentive plan were reviewed and approved. Since the seven original incentive objects first granted in the stock option and restricted stock incentive plan in 2018 have resigned, it is agreed that the company will repurchase 12622 restricted shares granted but not lifted at the repurchase price of 25.623 yuan / share + deposit interest in the same period (daily interest), and handle the repurchase cancellation procedures. Since the 15 original incentive objects in the 2020 stock option and restricted stock incentive plan have resigned, it is agreed that the company will repurchase 60060 restricted shares granted but not lifted at the repurchase price of 71.679 yuan / share + deposit interest in the same period (calculated on a daily basis), and handle the repurchase and cancellation procedures. For details, please refer to the website of China Securities Journal, Shanghai Securities News, securities times and Shanghai Stock Exchange on October 28, 2021（ http://www.sse.com.cn. ）Relevant announcements of disclosure.
The company has performed the procedure of notifying creditors of the cancellation of this share repurchase in accordance with the law. For details, see the company's website of China Securities Journal, Shanghai Securities News, securities times and Shanghai Stock Exchange on October 28, 2021（ http://www.sse.com.cn. ）According to the announcement of Gigadevice Semiconductor (Beijing) Inc(603986) on repurchase and cancellation of some restricted shares and capital reduction notice to creditors (Announcement No.: 2021-095), the company has not received any request from relevant creditors to pay off debts or provide corresponding guarantee within 45 days from October 28, 2021.
2、 Cancellation of this restricted stock repurchase
(I) reasons and basis for the repurchase and cancellation of restricted shares
In accordance with the measures for the administration of equity incentive of listed companies and other relevant laws and regulations, the relevant provisions of the company's 2018 stock option and restricted stock incentive plan (Draft) and the authorization of the first extraordinary general meeting of shareholders in 2018, the seven original incentive objects granted by the 2018 equity incentive plan for the first time resigned for personal reasons and no longer qualified for incentive, A total of 12622 restricted shares held by them that have not yet been lifted will be repurchased and cancelled by the company. The repurchase price is 25.623 yuan / share + deposit interest in the same period (calculated on a daily basis). In accordance with the measures for the administration of equity incentive of listed companies and other relevant laws and regulations, the relevant provisions of the company's 2020 stock option and restricted stock incentive plan (Draft) and the authorization of the first extraordinary general meeting of shareholders in 2021, the 15 original incentive objects granted by the 2020 equity incentive plan resigned for personal reasons and no longer have incentive qualification, A total of 60060 restricted shares held by them that have not yet been lifted will be repurchased and cancelled by the company. The repurchase price is 71.679 yuan / share + deposit interest in the same period (calculated on a daily basis).
(II) relevant personnel and quantity of this repurchase cancellation
The repurchase and cancellation of restricted shares involves 22 employees, and a total of 72682 restricted shares are proposed to be repurchased and cancelled; After the cancellation of this repurchase, there are 0 shares of restricted shares remaining in the equity incentive plan in 2018 and 3862784 shares of restricted shares granted in the equity incentive plan in 2020.
(III) repurchase cancellation arrangement
The company has opened a special securities account for repurchase (b882760566) in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. and applied to Shanghai Branch of China Securities Depository and Clearing Co., Ltd. for the repurchase and transfer of 72682 restricted shares involved in the above 22 original incentive objects that need to be repurchased and cancelled. It is expected that the restricted shares will be cancelled on February 10, 2022, and the company will go through relevant industrial and commercial change registration procedures in accordance with the law.
3、 Changes in the company's share structure after repurchase and cancellation of restricted shares
After the repurchase and cancellation of restricted shares, the changes in the capital structure of the company are as follows:
Unit: shares
Before the current change of category, this decrease after this change
Shares with limited sales conditions 50079214 72682 50006532
Non tradable shares 617460570 0 617460570
Total 667539784 72682 667467102
4、 Description and commitment
The board of directors of the company explained that the decision-making procedures and information disclosure involved in the repurchase and cancellation of restricted shares comply with the provisions of laws and regulations, the measures for the administration of equity incentive of listed companies, the arrangement of the company's equity incentive plan and restricted stock grant agreement, and there is no situation that damages the legitimate rights and interests of incentive objects and creditors. The company promises that it has verified and guaranteed the authenticity, accuracy and completeness of the objects involved in the repurchase and cancellation of restricted shares, the number of shares, the cancellation date and other information, and has fully informed the relevant incentive objects of the repurchase and cancellation, and the relevant incentive objects have not expressed any objection to the repurchase and cancellation. In case of any dispute with relevant incentive objects due to the cancellation of this repurchase, the company will bear the relevant legal liabilities arising therefrom.
5、 Concluding observations of legal opinions
Beijing Zhonglun (Shenzhen) law firm believes that as of the date of issuance of this legal opinion, the matters related to the repurchase and cancellation of restricted shares have obtained the necessary approval and authorization at this stage, which is in line with the relevant provisions of the administrative measures, the articles of association and the equity incentive plan; The matters related to the repurchase and cancellation of restricted shares meet the cancellation conditions, and the objects involved, the number of shares, the repurchase price and the cancellation date meet the relevant provisions of the management measures, the articles of association and the equity incentive plan; Matters related to the repurchase and cancellation of restricted shares have fulfilled the disclosure obligations at this stage stipulated in the administrative measures and the equity incentive plan, and the company still needs to continue to fulfill the information disclosure obligations for the repurchase and cancellation of restricted shares.
It is hereby announced.
Gigadevice Semiconductor (Beijing) Inc(603986) board of directors February 7, 2022
