Securities code: 300046 securities abbreviation: Tech Semiconductors Co.Ltd(300046) Announcement No.: 2022-005 Tech Semiconductors Co.Ltd(300046)
Announcement on the completion of the registration of the grant of class I restricted shares under the restricted stock incentive plan in 2021
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.
Important content tips:
1. Listing date of class I restricted shares: February 18, 2022
2. Number of class I restricted shares granted and registered: 640000 shares
3. Grant price of class I restricted shares: 14.38 yuan / share
4. Number of registrants of class I restricted stock grants: 7
5. Source of class I restricted stock: the company issues A-share common stock to the incentive object in accordance with the measures for the administration of equity incentive of listed companies issued by the CSRC and the relevant rules of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd, Tech Semiconductors Co.Ltd(300046) (hereinafter referred to as “the company”, “the company” or ” Tech Semiconductors Co.Ltd(300046) “) has completed the grant and registration of class I restricted shares in the company’s 2021 restricted stock incentive plan (Revised Draft) (hereinafter referred to as “incentive plan”, “this incentive plan” or “this plan”). The relevant matters are hereby announced as follows:
1、 Relevant approval procedures for incentive plan
1. On December 6, 2021, the company held the fourth meeting of the Fifth Board of directors and the fourth meeting of the Fifth Board of supervisors, deliberated and adopted the proposal on and its summary, the proposal on , and other proposals, The board of supervisors of the company issued verification opinions on the list of incentive objects, and the independent directors issued prior approval opinions and agreed independent opinions on matters related to the equity incentive plan.
2. On December 13, 2021, the company held the fifth meeting of the Fifth Board of directors and the fifth meeting of the Fifth Board of supervisors, deliberated and adopted the proposal on < Tech Semiconductors Co.Ltd(300046) 2021 restricted stock incentive plan (Revised Draft) and its summary, the proposal on < Tech Semiconductors Co.Ltd(300046) 2021 restricted stock incentive plan implementation assessment management measures (Revised Draft), and other proposals. The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the incentive plan (Revised Draft) and other related matters.
3. From December 7, 2021 to December 16, 2021, the company publicized the list of incentive objects of this 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. On December 20, 2021, the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2021 Self inspection report on the trading of company shares by insiders and incentive objects of restricted stock incentive plan in 2021. 4. On December 24, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on < Tech Semiconductors Co.Ltd(300046) 2021 restricted stock incentive plan (Revised Draft) and its summary, the proposal on < Tech Semiconductors Co.Ltd(300046) 2021 restricted stock incentive plan implementation assessment management measures (Revised Draft) The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2021 restricted stock incentive plan was approved.
5. On February 7, 2022, the company held the 6th meeting of the 5th board of directors and the 6th meeting of the 5th board of supervisors, deliberated and approved the proposal on granting restricted shares to incentive objects for the first time. The board of directors agreed to grant 640000 class I restricted shares to 7 incentive objects and 1664000 class II restricted shares to 74 incentive objects, The first grant date of this incentive plan is February 7, 2022. The independent directors of the company expressed independent opinions on this. The board of supervisors verified the list of incentive objects granted restricted shares this time and issued verification opinions.
2、 Grant of class I restricted shares
(I) grant date: February 7, 2022
(II) grant price: 14.38 yuan / share
(III) stock source: the company issues A-share common stock to the incentive object
(IV) number of persons granted: 7
(V) number of grants
The company granted 640000 class I restricted shares this time, accounting for 0.27% of the total share capital of the company on the announcement date of the draft incentive plan and 25.56% of the total number of restricted shares to be granted in the incentive plan. Class I restricted shares are granted at one time without reserved rights and interests. The distribution of restricted shares registered this time is as follows:
Serial number name position the proportion of authorized restricted shares in the total authorized shares in the current total share capital (10000 shares)
1 Xing Yan, chairman and general manager 13.00 5.19% 0.05%
2 Yan Jiasheng, director and deputy general manager 12.00 4.79% 0.05%
3 Wu Yongjun, director and deputy general manager 9.00 3.59% 0.04%
4 Kangjin board secretary and deputy general manager 9.00 3.59% 0.04%
5 Wu Jianlin, director and chief financial officer 9.00 3.59% 0.04%
6 Zhu Yude, director and marketing director 8.00 3.19% 0.03%
7 Li Shusen, director and director of development department 4.00 1.60% 0.02%
Total 64.00 25.56% 0.27%
(VI) the validity period, restricted sale period and lifting of restricted sale arrangement of the incentive plan of the first type of restricted shares
1. Period of validity
The validity period of class I restricted shares of the incentive plan is from the date of completion of the registration of the grant of restricted shares to the date of lifting the restriction on the sale or repurchase of all restricted shares, with a maximum of 48 months.
2. Restricted period
Different restricted sales periods are applicable to the class I restricted shares granted by the incentive plan, which are 12 months, 24 months and 36 months respectively from the date of completion of grant registration. The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used for guarantee or debt repayment before the restriction is lifted.
After the expiration of the restriction, the company will handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction, and the restricted shares held by the incentive objects who do not meet the conditions for lifting the restriction will be repurchased by the company.
3. Lifting the restriction arrangement
The release period of class I restricted shares in the incentive plan and the release schedule of each period are shown in the table below:
The proportion of the number of restricted shares released to the total number of restricted shares of class I
The first month after 12 months from the date of completion of grant registration
30% within 24 months from the trading day of the first lifting of the restriction period to the date of completion of grant registration
Until the last trading day of
The first month after 24 months from the date of completion of grant registration
30% within 36 months from the trading day of the second lifting of the restriction period to the date of completion of grant registration
Until the last trading day of
The first month after 36 months from the date of completion of grant registration
40% within 48 months from the trading day of the third release period to the date of completion of grant registration
Until the last trading day of
For restricted shares that have not applied for lifting the restriction within the above agreed period or cannot be lifted due to failure to meet the conditions for lifting the restriction, the company will repurchase them in accordance with the principles specified in this incentive plan.
The restricted shares granted to the incentive object, the shares obtained due to the conversion of capital reserve into share capital, stock dividend and stock subdivision, shall be restricted at the same time, and shall not be sold in the secondary market or transferred in other ways. The release period of such shares is the same as that of restricted shares. If the company repurchases the restricted shares that have not been lifted at that time, the shares obtained for the above reasons will be repurchased together.
(VII) conditions for lifting the restrictions on the sale of class I restricted shares
1. Performance assessment requirements at the company level
The restricted shares of class I granted in this plan will be released in three phases, and the corresponding performance evaluation period of the company is three fiscal years from 2022 to 2024, which will be evaluated once in each fiscal year. The performance evaluation objectives of each year are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
Based on the company’s operating revenue in 2020, the compound growth rate of the company’s operating revenue in 2022 will not be less than 12% in the first lifting period; Or based on the company’s net profit in 2020, the compound growth rate of the company’s net profit in 2022 shall not be less than 12%
Based on the company’s operating revenue in 2020, the compound growth rate of the company’s operating revenue in 2023 will not be less than 12% in the second lifting period; Or based on the company’s net profit in 2020, the compound growth rate of the company’s net profit in 2023 shall not be less than 12%
Based on the company’s operating revenue in 2020, the compound growth rate of the company’s operating revenue in 2024 will not be less than 12% in the third lifting period; Or based on the company’s net profit in 2020, the compound growth rate of the company’s net profit in 2024 shall not be less than 12%
Note: in order to further focus on the development of the main business of power semiconductor and effectively protect the interests of the company and shareholders, the company has transferred the control right of Beijing other shore spring film and Television Co., Ltd. (Pan cultural business subject) to a third party in February 2021. After this equity transfer, Beijing other shore spring film and Television Co., Ltd. is no longer included in the scope of consolidation. Therefore, in the performance assessment conditions of this incentive plan, the performance assessment indicators are based on the performance of the company after deducting the pan cultural business in 2020, and the base indicator of “2020 operating income” is based on the audited operating income of the company in 2020 after deducting the pan cultural business income, The base index of “2020 net profit” is subject to the audited net profit of the company in 2020 minus the net profit of Pan cultural business; The performance assessment indicators of subsequent years shall exclude the possible impact of operating profit and loss, asset (credit) impairment loss, etc. due to the merger and acquisition of Beijing Bitan spring film and Television Co., Ltd., as well as the impact of share based payment expenses of this and other equity incentive plans or employee stock ownership plans.
If the company fails to meet the above performance assessment objectives, all incentive objects shall not lift the restrictions on the sale of restricted shares planned to be lifted in the year of assessment, and the company shall repurchase them at the grant price.
2. Performance appraisal requirements at individual level
The assessment rating is determined according to the individual performance assessment indicators. In principle, the performance assessment rating is divided into three grades: a (competent and above), B (basically competent) and C (incompetent). The assessment rating table is applicable to the assessment objects:
Assessment results a (competent and above) B (basically competent) C (incompetent)
The proportion of lifting sales restrictions is 100%, 50%, 0%
If the company meets the performance assessment requirements at the company level in the current year, the number of restricted shares actually lifted by the incentive object in the current year = the number of restricted shares planned to be lifted by the individual in the current year × The proportion of sales restrictions lifted at the individual level.
Restricted shares that cannot be released in the year of assessment of incentive objects shall be repurchased by the company at the grant price.
The specific assessment contents of the incentive plan are implemented in accordance with the assessment management measures (Revised Version).
(VIII) explanation of the consistency between the list of incentive objects and the number of rights and interests granted and the previous publicity
The list of incentive objects and the number of class I restricted shares granted and registered this time are the same as those of the company on http://www.cn.info.com.cn And the publicity of the company. In the process of capital payment and share registration after the grant, there is no case that the incentive object abandons the restricted shares to be granted.
3、 Capital verification of restricted stock subscription funds
Dahua Certified Public Accountants (special general partnership) issued a certificate on February 7, 2022
