Securities code: 002212 securities abbreviation: Topsec Technologies Group Inc(002212) Announcement No.: 2022-015 Topsec Technologies Group Inc(002212)
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. For the restricted shares suspended from registration in the company’s stock option and restricted stock incentive plan in 2020, the conditions for the release of restrictions have been met in the first release period. There are 2 incentive objects of restricted shares that can be released this time, and the number of restricted shares that can be released is 1536000, accounting for about 0.1295% of the company’s current total share capital;
2. The listing and circulation date of the restricted shares lifted this time is February 16, 2022.
Topsec Technologies Group Inc(002212) (hereinafter referred to as the “company”). The conditions for the release of restricted shares whose registration is suspended in the 2020 stock option and restricted stock incentive plan (hereinafter referred to as the “incentive plan” or “2020 equity incentive plan”) have been met in the first release period, According to the deliberation and approval of the 19th meeting of the 6th board of directors and the 11th meeting of the 6th board of supervisors, the number of restricted shares that can be lifted by Ms. Li Xueying and Mr. Kong Jiyang, who meet the conditions for lifting the restrictions, is 1536000. As of the disclosure date of this announcement, the above-mentioned shares have gone through the procedures for lifting the restrictions on sales in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. The relevant matters are explained as follows:
1、 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 company conducted a self-examination on the trading of the company’s shares by insiders of the 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), On September 23, 2020, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the 2020 stock option and restricted stock incentive plan.
(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.
2、 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. The sixth session of the board of directors on the incentive plan for share repurchase and the sixth session of the board of supervisors on the incentive plan for share rights and interests in 2020 was held on August 18, 2021, and the sixth session of the board of directors on the incentive plan for share repurchase and restricted share rights and interests in 2020 was adopted, 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.
3、 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, 30% of the total amount of restricted shares granted by the company to incentive objects can be applied for lifting the restrictions from the first trading day after 12 months from the date of grant registration to the last trading day within 24 months from the date of grant registration.
The listing date of restricted shares granted to Ms. Li Xueying and Mr. Kong Jiyang under the company’s 2020 equity incentive plan is February 8, 2021, and the first restricted sale period of these restricted shares has expired. 2. Description of meeting the conditions for lifting the restrictions
Description of whether the conditions for lifting the restrictions on sales meet the conditions for lifting the restrictions on sales
1. The company does not have any of the following circumstances: the company does not have the circumstances described in the left column, and meets the conditions for lifting (1) the sales restriction issued by the certified public accountant in the financial and accounting report of the latest fiscal year. Audit reports with negative opinions or unable to express opinions; (2) The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant; (3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing; (4) Equity incentive is not allowed according to laws and regulations; (5) Recognized by China Securities Regulatory Commission
