Securities code: 002212 securities abbreviation: Topsec Technologies Group Inc(002212) Announcement No.: 2022-014 Topsec Technologies Group Inc(002212)
Announcement on the achievement of the conditions for the release of restricted shares whose registration of the company’s stock option and restricted stock incentive plan has been suspended in 2020
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. The number of restricted shares that can be released in the first release period of the restricted shares suspended from registration this time is 1536000 shares, accounting for about 0.1295% of the current total share capital of the company;
2. The lifting of the sales restriction can only be lifted after the formalities of relevant institutions are completed. At that time, it will be announced separately. Please pay attention to it.
Topsec Technologies Group Inc(002212) (hereinafter referred to as “the company”). The restricted shares whose registration has been suspended in the 2020 stock option and restricted stock incentive plan (hereinafter referred to as “incentive plan” or “2020 equity incentive plan”) have met the conditions for lifting the restrictions in the first lifting period, which has been deliberated and adopted at the 19th meeting of the sixth board of directors of the company, Ms. Li Xueying and Mr. Kong Jiyang, the incentive objects who meet the conditions for lifting the restrictions, can lift the restrictions on the sale of 1536000 shares in the first lifting period. Now the relevant matters are explained as follows:
1、 Brief introduction of incentive plan
1. Stock source: the stock source of the restricted stock incentive plan in the incentive plan is the company’s A-share common stock issued by the company to the incentive object.
2. Restricted stock incentive plan: the company grants 11.504517 million restricted shares to the incentive objects, involving A-share common shares, accounting for about 0.9871% of the total share capital of the company at the time of announcement of the draft incentive plan.
3. The grant price of restricted shares granted by the incentive plan is 11.98 yuan / share.
4. Award date of incentive plan: September 29, 2020.
5. Incentive objects and awards: the incentive objects are mainly the core personnel newly introduced by the company and its subsidiaries after the implementation of the incentive plan in 2019, the core personnel who have been promoted or promoted, the core personnel whose performance evaluation of the marketing system in 2019 is a, etc., including the qualified senior managers of the company when the company announces the incentive plan Core management personnel of the company and its subsidiaries, and core business (technical) personnel of the company and its subsidiaries. Among them, the listing date of 63842170 restricted shares granted by the incentive plan to 452 incentive objects is November 3, 2020; The listing date of 5.12 million restricted shares granted to the two incentive objects whose registration has been suspended is February 8, 2021.
2、 Approval procedures for incentive plans
(I) September 9, 2020, The 36th meeting of the 5th board of directors of the company deliberated and approved the proposal on the company’s 2020 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of 2020 stock option and restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive In the proposal on convening the third extraordinary general meeting of shareholders in 2020, the independent directors of the company expressed independent opinions on whether the 2020 equity incentive plan is conducive to the sustainable development of the company and whether there are circumstances damaging the interests of the company and all shareholders, and solicited entrusted voting rights from all shareholders on the 2020 equity incentive plan; The 21st Meeting of the 5th board of supervisors of the company deliberated and adopted relevant proposals; Beijing Jindu law firm issued a legal opinion on the draft 2020 equity incentive plan, and Shanghai Rongzheng Investment Consulting Co., Ltd. issued an independent financial consultant report on the draft 2020 equity incentive plan.
(II) on September 9, 2020, the company opened the website at www.cn.info.com.cn The list of incentive objects of Nanyang Topsec Technologies Group Inc(002212) 2020 stock option and restricted stock incentive plan was disclosed and posted on the company’s official website (www.nanyangcable. Com) The names and positions of incentive objects are publicized from September 9, 2020 to September 20, 2020, and the publicity time is no less than 10 days. During the publicity period, the company’s employees can give feedback to the board of supervisors. As of the expiration of the publicity period on September 20, 2020, the board of supervisors of the company has not received any objection related to the proposed incentive objects of the 2020 equity incentive plan. The company disclosed the statement of the board of supervisors on the review and publicity of the list of incentive objects of 2020 stock option and restricted stock incentive plan on September 22, 2020.
(III) the insiders of the company’s 2020 equity incentive plan and incentive objects within 6 months before the public disclosure of the 2020 equity incentive plan (Draft) (i.e. from March 9, 2020 to September 8, 2020)
The company conducted a self-examination on the trading of the company’s shares, and disclosed the self-examination report on the trading of the company’s shares by insiders and incentive objects of the 2020 stock option and restricted stock incentive plan on September 23, 2020.
(IV) September 28, 2020, The company’s third extraordinary general meeting in 2020 deliberated and passed the proposal on the company’s 2020 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of 2020 stock option and restricted stock incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive 。 The company’s implementation of the 2020 stock option and restricted stock incentive plan has been approved. The board of directors is authorized to determine the grant date, grant stock options and restricted shares to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant. After the general meeting of shareholders deliberated and approved the 2020 equity incentive plan and relevant proposals, the company disclosed the announcement of the resolution of the general meeting of shareholders and the 2020 equity incentive plan deliberated and approved by the general meeting of shareholders on September 29, 2020.
(V) on September 29, 2020, the 38th meeting of the 5th board of directors and the 22nd Meeting of the 5th board of supervisors considered and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted under the 2020 stock option and restricted stock incentive plan and the proposal on granting stock option and restricted stock 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. The board of supervisors of the company verified the adjusted list of incentive objects again. On September 30, 2020, the company disclosed the announcement on granting stock options and restricted shares to incentive objects. (VI) on November 3, 2020, 63842170 restricted shares granted to 452 incentive objects in the 2020 equity incentive plan completed the initial registration and listing. On February 8, 2021, the registration of 5.12 million restricted shares granted to two incentive objects in the 2020 equity incentive plan was suspended and listed. On November 2, 2020 and February 5, 2021, the company disclosed the announcement on the completion of the grant registration of restricted shares under the 2020 stock option and restricted stock incentive plan and the announcement on the completion of the suspension registration of restricted shares under the 2020 stock option and restricted stock incentive plan.
(VII) on August 18, 2021, the 13th meeting of the sixth board of directors and the 8th meeting of the sixth board of supervisors considered and approved the proposal on adjusting the exercise price of stock options and restricted stock repurchase price of 2019 equity incentive plan, 2020 equity incentive plan, 2021 equity incentive plan. Because the company implemented the annual equity distribution plan in 2020, The board of directors agreed to adjust the exercise price of stock options in the 2020 equity incentive plan and the repurchase price of restricted shares that have not been lifted.
(VIII) November 3, 2021, The 16th meeting of the 6th board of directors and the 10th meeting of the 6th board of supervisors of the company deliberated and approved the proposal on the achievement of the conditions that can be lifted during the first lifting period of the company’s 2020 stock option and restricted stock incentive plan, and the proposal on repurchase and cancellation of some restricted shares of the company’s 2020 stock option and restricted stock incentive plan, The independent directors expressed their independent opinions on the above proposal, the board of supervisors issued verification opinions on whether the conditions for the lifting of restrictions on sales can be achieved in the first lifting period of the equity incentive plan in 2020, and Beijing Jindu law firm issued a legal opinion.
(IX) on November 19, 2021, the fourth extraordinary general meeting of the company in 2021 deliberated and approved the proposal on repurchase and cancellation of some restricted shares of the company’s 2020 stock option and restricted stock incentive plan. On November 20, 2021, the company disclosed the announcement on repurchase and cancellation of some restricted shares, reduction of registered capital and notification to creditors.
(x) on December 2, 2021, the company completed the procedures of restricted stock repurchase and cancellation, and disclosed the announcement on the completion of partial restricted stock repurchase and cancellation of stock option and restricted stock incentive plan in 2020.
（11） On February 8, 2022, the 19th meeting of the sixth board of directors and the 11th meeting of the sixth board of supervisors of the company considered and approved the proposal on the achievement of the conditions for lifting the restrictions on the restricted shares whose registration of the company’s stock option and restricted stock incentive plan is suspended in the first lifting period in 2020, The independent directors expressed their independent opinions on the above proposal. The board of supervisors issued verification opinions on whether the conditions for the lifting of the restrictions on the restricted shares whose registration was suspended in the equity incentive plan in 2020 were fulfilled in the first lifting period, and Beijing Jindu law firm issued a legal opinion.
3、 Explanation of the difference between the content of the incentive plan implemented this time and the disclosed incentive plan
1. In view of the fact that the three incentive objects identified in the company’s 2020 equity incentive plan voluntarily gave up all the restricted shares to be granted by the company for personal reasons, totaling 03000 shares, the company held the 38th meeting of the Fifth Board of directors on September 29, 2020, The proposal on adjusting the list of incentive objects and the number of rights and interests granted in the 2020 stock option and restricted stock incentive plan was reviewed and approved, and it was agreed to adjust the number of incentive objects and the number of rights and interests granted in the incentive plan. After the adjustment, the number of incentive objects granted with restricted shares was adjusted from 457 to 454, and the total number of restricted shares granted was adjusted from 11504157 to 11504217. For details, see the announcement on adjusting the list of incentive objects and the number of granted rights and interests of the 2020 stock option and restricted stock incentive plan disclosed by the company on September 30, 2020 (Announcement No.: 2020-099).
2. Due to the implementation of the annual equity distribution in 2020, the company held the 13th meeting of the sixth board of directors and the 8th meeting of the sixth board of supervisors on August 18, 2021, and deliberated and adopted the proposal on adjusting the exercise price of stock options and restricted stock repurchase price of 2019 equity incentive plan, 2020 equity incentive plan and 2021 equity incentive plan, The board of directors of the company adjusted the repurchase price of restricted shares whose sales restrictions have not been lifted in the incentive plan. After the adjustment, the repurchase price of restricted shares that have not been released from the equity incentive plan in 2020 is adjusted from 11.98 yuan / share to 11.940 yuan / share. For details, please refer to the announcement on adjusting the stock option exercise price and restricted stock repurchase price of 2019 equity incentive plan, 2020 equity incentive plan, 2021 equity incentive plan disclosed by the company on August 20, 2021 (Announcement No.: 2021-086).
3. On November 3, 2021, the 16th meeting of the 6th board of directors and the 10th meeting of the 6th board of supervisors of the company considered and approved the proposal on repurchase and cancellation of some restricted shares of the company’s 2020 stock option and restricted stock incentive plan, and the independent directors expressed their independent opinions on the above proposal. The board of directors of the company plans to repurchase and cancel 198730 restricted shares granted to 32 incentive objects who have resigned but have not yet been lifted; The 28321 restricted shares of 59 incentive objects who are on-the-job and whose assessment results are not “a” that cannot be lifted in the first lifting period due to personal performance assessment results shall be repurchased and cancelled. In the above two cases, 227051 shares were repurchased and cancelled. For details, please refer to the announcement on repurchase and cancellation of some restricted shares of the company’s 2020 stock option and restricted stock incentive plan (Announcement No.: 2021-107) disclosed by the company on November 4, 2021. On December 2, 2021, the company completed the procedures for the cancellation of restricted stock repurchase and disclosed the announcement on the completion of the cancellation of partial restricted stock repurchase under the 2020 stock option and restricted stock incentive plan (Announcement No.: 2021-116).
In addition, there is no difference between the incentive plan implemented this time and the disclosed incentive plan.
4、 Statement of the board of directors that the restricted shares whose registration is suspended meet the conditions for lifting the restrictions in the first lifting period of the incentive plan
1. The sales restriction period has expired
According to the provisions of the company’s incentive plan, the restricted shares granted by the company to the incentive object shall be issued from the date of completion of the grant registration
