Securities code: 688256 securities abbreviation: Cambricon Technologies Corporation Limited(688256) Announcement No.: 2022-008 Cambricon Technologies Corporation Limited(688256)
About the first grant of restricted stock incentive plan in 2020
Announcement on the results of the first vesting period and the listing of shares
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 content tips:
Number of shares vested this time: 714650 shares
The listing and circulation time of the attributable shares: February 14, 2022
According to the relevant business regulations of China Securities Regulatory Commission, Shanghai Stock Exchange and China Securities Depository and Clearing Co., Ltd. Shanghai Branch (hereinafter referred to as “CSRC Shanghai Branch”), Cambricon Technologies Corporation Limited(688256) (hereinafter referred to as “the company” and “the company”) received the certificate of securities change registration issued by CSRC Shanghai Branch on February 9, 2022, The company has completed the share registration of the first vesting period of the first part of the 2020 restricted stock incentive plan (hereinafter referred to as the “incentive plan”). The relevant information is hereby announced as follows:
1、 Decision making procedures and information disclosure performed in the incentive plan
1. On November 27, 2020, the company held the 12th meeting of the first board of directors, The proposal on the company’s 2020 restricted stock incentive plan (Draft) > and its summary, the proposal on the measures for the implementation and assessment of the company’s 2020 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2020 restricted stock incentive plan were reviewed and approved. The independent directors of the company have expressed their independent opinions on the proposals related to the incentive plan.
On the same day, the company held the eighth meeting of the first board of supervisors, deliberated and adopted the proposal on the company’s 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the company’s measures for the assessment and management of the implementation of the 2020 restricted stock incentive plan, and the proposal on verifying the list of incentive objects of the company’s 2020 restricted stock incentive plan, The board of supervisors of the company verified the relevant matters of the incentive plan and issued verification opinions.
2. On November 28, 2020, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) The Cambricon Technologies Corporation Limited(688256) announcement on public solicitation of entrusted voting rights by independent directors (Announcement No.: 2020-012) was disclosed. Mr. Chen Wenguang, the independent director of the company, as the soliciter, solicited entrusted voting rights from all shareholders of the company on the relevant proposals of the company’s incentive plan deliberated at the third extraordinary general meeting of shareholders in 2020. 3. From November 28, 2020 to December 7, 2020, the company publicized the list of proposed incentive objects of the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection to the proposed incentive object and posted it on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on December 9, 2020 Disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects of the company’s 2020 restricted stock incentive plan (Announcement No.: 2020-013).
4. On December 15, 2020, the company held the third extraordinary general meeting of shareholders in 2020, The proposal on the company’s 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2020 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2020 fixed-term stock incentive plan were reviewed and passed, It was posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on December 16, 2020 Disclosed the announcement on the resolution of the third extraordinary general meeting of shareholders in 2020 (Announcement No.: 2020-015) and the self inspection report on the trading of shares of the company by insiders and incentive objects of the restricted stock incentive plan in 2020 (Announcement No.: 2020-016).
5. On December 28, 2020, the company held the 14th meeting of the first board of directors and the 9th meeting of the first board of supervisors, deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time in 2020 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company have expressed their independent opinions on relevant matters, and believe that the conditions for the first grant of the incentive plan have been met, the subject qualification of the incentive object is legal and effective, and the determined first grant date meets the relevant provisions. The board of supervisors of the company verified the list of incentive objects granted for the first time in the incentive plan and issued verification opinions. The company was posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on December 29, 2020 It disclosed the announcement on adjusting the list of incentive objects and the number of people granted for the first time under the 2020 restricted stock incentive plan (Announcement No.: 2020-020), the announcement on granting restricted shares to incentive objects for the first time (Announcement No.: 2020-021), etc.
6. On December 6, 2021, the company held the 24th Meeting of the first board of directors and the 16th meeting of the first board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects. The independent directors of the company have expressed their independent opinions with explicit consent on relevant matters, and believe that the grant conditions have been achieved, the subject qualification of incentive objects is legal and effective, and the reserved grant date determined meets the relevant provisions. The board of supervisors verified the list of incentive objects reserved and granted in the incentive plan and issued verification opinions. The company was posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on December 7, 2021 Disclosed the announcement on granting reserved restricted shares to incentive objects (Announcement No.: 2021-048), etc.
7. On January 10, 2022, the company held the 26th meeting of the first board of directors and the 17th meeting of the first board of supervisors, The proposal on Abolishing part of the restricted shares granted but not yet vested in the 2020 restricted stock incentive plan and the proposal on meeting the vesting conditions in the first vesting period of the first vesting part of the 2020 restricted stock incentive plan were reviewed and approved. The independent directors of the company expressed their independent opinions on relevant matters, and the board of supervisors verified and issued verification opinions on relevant matters. The company was posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 11, 2022 Disclosed the announcement on the cancellation of some granted but not vested restricted stocks (Announcement No.: 2022-003), the announcement on the compliance with the vesting conditions in the first vesting period of the first grant of the restricted stock incentive plan in 2020 (Announcement No.: 2022-004), etc.
2、 Basic information on the ownership of restricted shares this time
(I) number of shares vested this time
The number of shares vested this time has been restricted. The number of shares vested this time accounts for the number of job-related shares of the incentive object with serial number, name, nationality (10000 shares). The number of shares granted for the first time is limited to (10000 shares) Proportion of total institutional shares
1、 Directors, senior managers and core technicians
1 Chen Yu, deputy general manager of China 6.8724 1.3744 20%
2 Liu Daofu, deputy general manager of China 10 1.6 16%
3 Liu Shaoli, director and deputy general manager of China 10 1.6 16%
4 Wang is the director, deputy general manager and first 10 1.6 16% in China
Xi Operation Officer
Director, deputy general manager, finance
5 ye Yiyin, head of China Affairs (chief financial officer) 10 1.6 16%
Officer), Secretary of the board of directors
6 Zeng Hongbo, deputy general manager of China 5.3107 1.0621 20%
7 Liang Jun Chinese core technicians 100%
Subtotal 62.1831 8.8365 14.21%
2、 Other incentive objects
Other personnel considered by the board of directors to need incentive (395 in total) 377.8169 62.6285 16.58%
Total (402 persons) 440 71.465 16.24%
(II) the source of the shares attributable this time
The stock source of this ownership is the company’s directional issuance of A-share common shares to incentive objects.
(III) number of employees
The number of incentive objects this time is 402.
3、 Listing and circulation arrangement of restricted shares and changes in share capital
(I) the listing and circulation date of the shares: February 14, 2022
(II) number of shares listed and circulated this time: 714650 shares
(III) restrictions on the sale and transfer of shares attributable to directors and senior managers this time
The sales restriction related to the incentive plan shall be implemented in accordance with the company law, the securities law, several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, the detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies on Shanghai Stock Exchange and other relevant laws, regulations, normative documents and the articles of association. 1. If the incentive objects are directors and senior managers of the company, their shares transferred each year during their tenure shall not exceed 25% of the total shares of the company they hold; The company’s shares held by him shall not be transferred within half a year after his resignation.
2. If the incentive objects are directors and senior managers of the company, they will sell their shares of the company within 6 months after buying, or buy them again within 6 months after selling, and the resulting income will belong to the company, and the board of directors of the company will recover their income.
3. During the validity period of this incentive plan, if relevant laws and regulations such as the company law, the securities law, several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies on Shanghai Stock Exchange, etc If there are changes in the relevant provisions on the transfer of shares held by the company’s directors and senior managers in the normative documents and the articles of association, the transfer of the company’s shares held by these incentive objects shall comply with the revised relevant provisions at the time of transfer.
(IV) changes in share capital
Unit: shares
Before and after the change
Total share capital 400100000 714650 400814650
Since the total share capital of the company increased from 400100000 shares to 400814650 shares after the ownership of restricted shares, the number of shares held or controlled by the controlling shareholders and actual controllers of the company remained unchanged before and after the ownership, and the ownership did not lead to the change of the controlling shareholders and actual controllers of the company.
4、 Capital verification and share registration
Beijing Dongshen Certified Public Accountants (special general partnership) issued the Cambricon Technologies Corporation Limited(688256) capital verification report (dongshenhui [2022] No. z01-002) on January 17, 2022 to verify the capital contribution of incentive objects that meet the attribution conditions in the first vesting period of the first part of the company’s restricted stock incentive plan in 2020. After verification, as of January 15, 2022, the company has actually received the subscription amount of restricted shares paid by 402 incentive objects in monetary funds of RMB 46452250.00, including the newly increased share capital
