Securities code: 300623 securities abbreviation: Jiangsu Jiejie Microelectronics Co.Ltd(300623) Announcement No.: 2022-015 securities code: 123115 securities abbreviation: jiejie convertible bonds
Jiangsu Jiejie Microelectronics Co.Ltd(300623)
With regard to repurchase and cancellation, some equity incentive objects have been granted but the sales restriction has not been lifted
Announcement of restricted shares
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.
Jiangsu Jiejie Microelectronics Co.Ltd(300623) (hereinafter referred to as "the company") held the 20th meeting of the Fourth Board of directors on February 10, 2022, deliberated and adopted the proposal on repurchase and cancellation of restricted shares granted to some equity incentive objects but not lifted. The specific contents are announced as follows:
1、 Decision making procedures and information disclosure performed
1. On September 30, 2020, the company held the second meeting of the Fourth Board of directors, which deliberated and adopted proposals such as and its summary, and on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. 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 second meeting of the fourth session of the board of supervisors, deliberated and approved proposals such as and its summary, and on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. From October 1, 2020 to October 14, 2020, the company publicized the names and positions of the incentive objects proposed in the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection to the list of proposed incentive objects, and there was no feedback record. On October 15, 2020, the board of supervisors of the company disclosed the review opinions and publicity statement of the board of supervisors on the equity incentive objects of the company's 2020 restricted stock incentive plan.
3. On October 19, 2020, the company held the fifth extraordinary general meeting of shareholders in 2020, deliberated and passed the proposals on and its abstract, and on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. On October 20, 2020, the company posted on cninfo (www.cn. Info. Com. CN.) Disclose the self inspection report on the trading of company shares by insiders and incentive objects of the 2020 restricted stock incentive plan.
4. On December 1, 2020, the company held the fourth meeting of the Fourth Board of directors and the fourth meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time in the 2020 restricted stock incentive plan Proposal on the company granting restricted shares to the incentive objects of the 2020 restricted stock incentive plan for the first time. The independent directors of the company expressed independent opinions on the proposal and believed that the granting conditions had been met, the subject qualification of the incentive object was legal and effective, and the determined granting date met the relevant provisions. The board of supervisors verified the list of incentive objects on the grant date, issued verification opinions, and agreed with the list of incentive objects granted by the company in this incentive plan.
5. On December 8, 2020, the company disclosed the announcement of Jiangsu Jiejie Microelectronics Co.Ltd(300623) on the completion of the grant registration of restricted shares on cninfo.com, and the company completed the first grant registration of class I restricted shares of the 2020 restricted stock incentive plan. The grant price of this restricted stock is 18.18 yuan / share, the grant date is December 1, 2020, and the listing date of this restricted stock is December 11, 2020.
6. On March 19, 2021, the company held the sixth meeting of the Fourth Board of directors, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not yet lifted, and agreed that the company would repurchase and cancel 4000 restricted shares granted to one incentive object but not yet unlocked. The independent directors of the company expressed their independent opinions on this.
7. On April 12, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted, and agreed that the board of directors would repurchase and cancel 4000 shares of restricted shares granted to one incentive object but not lifted. After examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the cancellation of some restricted stock repurchase of the company has been completed on April 20, 2021.
8. On May 10, 2021, the company held the 8th meeting of the 4th board of directors and the 8th meeting of the 4th board of supervisors, deliberated and adopted the proposal on adjusting the number and price of rights and interests granted for the first time under the 2020 restricted stock incentive plan. In accordance with the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures"), the Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2020 restricted stock incentive plan (hereinafter referred to as the "incentive plan") and other relevant provisions and the authorization of the company's fifth extraordinary general meeting in 2020, The board of directors agrees that the company will adjust the number and price of restricted stock rights and interests granted for the first time in the 2020 restricted stock incentive plan accordingly. After this adjustment, the number of restricted shares granted for the first time by the restricted stock incentive plan in 2020 is 3926250 shares, and the grant price is 12.0133 yuan / share.
9. On July 30, 2021, the company held the 11th meeting of the 4th board of directors and the 11th meeting of the 4th board of supervisors, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not yet lifted, and agreed to repurchase and cancel 23250 restricted shares granted to two incentive objects but not yet unlocked. The independent directors of the company expressed their independent opinions on this.
10. On August 16, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted, and agreed that the board of directors would repurchase and cancel 23250 restricted shares granted to two incentive objects but not lifted. The company has published capital reduction announcements in the securities times, China Securities Journal and cninfo.com, and has not received any request from creditors for guarantee or early repayment of debts within 45 days from the date of the announcement. After examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the cancellation of some restricted stock repurchase of the company has been completed on October 22, 2021.
11. On August 24, 2021, the company held the 13th meeting of the 4th board of directors and the 13th meeting of the 4th board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, and determined August 24, 2021 as the date of granting the reserved shares, At the grant price of 17.15 yuan / share, 237000 class I restricted shares were granted to 22 incentive objects who met the grant conditions. The independent directors of the company expressed independent opinions on this and believed that the subject qualification of incentive objects was legal and effective, and the determined grant date met relevant regulations. The board of supervisors of the company verified the list of incentive objects reserved for grant this time.
12. On September 14, 2021, the company disclosed the announcement of Jiangsu Jiejie Microelectronics Co.Ltd(300623) on the completion of the grant registration of the reserved part of the 2020 restricted stock incentive plan on cninfo.com, and the company completed the grant registration of the reserved part of the 2020 restricted stock incentive plan. The grant price of this restricted stock is 17.15 yuan / share, the grant date is August 24, 2021, and the listing date of this restricted stock is September 16, 2021.
13. On January 10, 2022, the company held the 19th meeting of the 4th board of directors and the 18th meeting of the 4th board of supervisors, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not yet lifted, and agreed to repurchase and cancel 43500 restricted shares granted to one incentive object but not yet unlocked. The independent directors of the company expressed their independent opinions on this.
14. On January 26, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted, and agreed that the board of directors would repurchase and cancel 43500 restricted shares granted to one incentive object but not lifted. The company has published the capital reduction announcement in the securities times, China Securities News and cninfo. Com. At present, the capital reduction announcement is in the publicity period.
2、 The reason, quantity and price of some restricted shares cancelled in this repurchase and the source of repurchase funds 1. The reason for cancellation of this repurchase
According to the Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2020 restricted stock incentive plan and other relevant provisions: "If the incentive object leaves the company, including voluntary resignation, resignation due to layoffs of the company, no renewal of the contract at the expiration of the contract, dismissal by the company due to personal fault, the restricted shares granted to the incentive object but not yet lifted from the date of resignation shall not be lifted, and the company shall repurchase and cancel them according to the repurchase price.". In view of the fact that the two incentive objects in the company's 2020 restricted stock incentive plan have resigned, so they no longer have the qualification of incentive objects, the company will repurchase and cancel the restricted shares granted to the above-mentioned personnel but not lifted.
2. Quantity and price of this repurchase cancellation
(1) Number of write offs
Since the proposal on adjusting the number and price of rights and interests granted for the first time by the 2020 restricted stock incentive plan was considered and adopted at the 8th meeting of the 4th board of directors and the 8th meeting of the 4th board of supervisors to the disclosure date of this announcement, the company has not changed its capital reserve into share capital, distributed stock dividends, split shares, reduced shares, allotted shares or issued additional shares, Therefore, the write off quantity does not need to be adjusted again.
The number of cancelled shares is 13500.
(2) Write off price
Since the proposal on adjusting the number and price of rights and interests granted for the first time by the 2020 restricted stock incentive plan was considered and adopted at the 8th meeting of the 4th board of directors and the 8th meeting of the 4th board of supervisors to the disclosure date of this announcement, the company has not changed its capital reserve into share capital, distributed stock dividends, split shares, reduced shares, allotted shares or issued additional shares, Therefore, the cancellation price does not need to be adjusted again.
The cancellation price is 12.0133 yuan.
2. Source of repurchase funds
The total amount to be paid by the repurchase company is 162179.55 yuan, and the company will use its own funds for repurchase.
3、 Changes in the company's share capital structure before and after the repurchase
Before and after this change
Nature of shares shares
Change quantity
Number of shares (share) proportion% number of shares (share) proportion%
1、 Restricted conditions: 94971763.00 12.89 94971763.00 12.89 tradable shares / non tradable shares
Including: executive lock up shares 90875263.00 12.34 90875263.00 12.34
Equity incentive restricted shares 4096500.00 0.55 -13500.00 4083000.00 0.55
2、 Non sale conditional flow 641703855.00 87.11 641690355.00 87.11 shares
3、 Total share capital 736675618.00 100.00 -13500.00 736662118.00 100.00
Note: the company held the second extraordinary general meeting of shareholders in 2022 on January 26, 2022, which deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some equity incentive objects but not lifted the restrictions on sales. 43500 shares were repurchased and cancelled. After the repurchase and cancellation, the total share capital of the company was changed to 736675043 shares, The repurchase cancellation adopts the capital structure data issued by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on January 7, 2022. At present, the capital reduction announcement is in the publicity period; From January 7, 2022 to February 9, 2022, the number of "jiejie convertible bonds" converted into shares was 575, and the total number of shares of the company increased from 736675043 to 736675618;
4、 Impact of this repurchase cancellation on the company
The repurchase and cancellation of some restricted shares will not affect the implementation of the company's restricted stock incentive plan, and will not have a material impact on the company's financial status and operating performance. It will not lead to changes in the controlling shareholders and actual controllers of the company, and the equity distribution of the company still meets the listing conditions. The company's restricted stock incentive plan will continue to be implemented in accordance with the requirements of the measures for the administration of equity incentive of listed companies and the company's equity incentive plan.
5、 Opinions of independent directors
After verification, the independent directors of the company expressed their independent opinions on this matter as follows: the Company repurchased and cancelled some restricted shares that have been granted to incentive objects that do not meet the incentive conditions but have not been lifted
