Securities code: 688607 securities abbreviation: Careray Digital Medical Technology Co.Ltd(688607) Announcement No.: 2022-011 Careray Digital Medical Technology Co.Ltd(688607)
Announcement on granting restricted shares to incentive objects for the first time
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:
First grant date: February 15, 2022.
Number of shares granted for the first time: 3.2 million. Grant price: 17.64 yuan / share. Equity incentive: the second type of restricted stock.
Careray Digital Medical Technology Co.Ltd(688607) (hereinafter referred to as "the company") held the sixth (Interim) meeting of the second board of directors and the sixth (Interim) meeting of the second board of supervisors respectively on February 15, 2022 to consider and adopt the proposal on granting restricted shares to incentive objects for the first time. According to the measures for the administration of equity incentive of listed companies, the relevant provisions of the company's 2022 restricted stock incentive plan (Draft) and the authorization of the company's first extraordinary general meeting in 2022, the board of Directors considers that the grant conditions specified in the company's 2022 restricted stock incentive plan have been met, and agrees to determine February 15, 2022 as the first grant date, A total of 3209000 restricted shares were granted to 99 incentive objects who met the grant conditions, with the grant price of 17.64 yuan / share. Relevant matters are hereby announced as follows:
(I) decision making procedures and information disclosure of the incentive plan
1. On January 20, 2022, the company held the fifth (Interim) meeting of the second board of directors, deliberated and adopted the proposal on the company's restricted stock incentive plan in 2022 (Draft) and summary, and the proposal on the company's measures for the assessment and management of the company's restricted stock incentive plan in 2022 The independent directors of the company issued independent opinions explicitly agreed in the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022.
2. On January 20, 2022, the company held the fifth (temporary) meeting of the second board of supervisors, deliberated and adopted the proposal on the company's restricted stock incentive plan in 2022 (Draft) and summary, and the proposal on the company's measures for the assessment and management of the company's restricted stock incentive plan in 2022 Proposal on the list of incentive objects of the company's restricted stock incentive plan in 2022.
3. From January 21, 2022 to January 30, 2022, the company will publicize the list of incentive objects of the incentive plan. During the publicity period, the board of supervisors of the company did not receive any objection and no feedback record. On February 7, 2022, the company disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects of the restricted stock incentive plan in 2022.
4. On February 11, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and adopted the proposal on the company's restricted stock incentive plan in 2022 (Draft) and summary, and the proposal on the company's measures for the assessment and management of the restricted stock incentive plan in 2022 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022.
5. On February 12, 2022, the company disclosed the self inspection report on the trading of the company's shares by insiders and incentive objects of the restricted stock incentive plan in 2022.
6. On February 15, 2022, the company held the sixth (Interim) meeting of the second board of directors and the sixth (Interim) meeting of the second board of supervisors respectively, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time, and the independent directors of the company issued independent opinions with explicit consent.
(II) differences between the grant and the incentive plan approved by the general meeting of shareholders
The content of this grant is consistent with the content of the incentive plan deliberated and approved by the company's first extraordinary general meeting of shareholders in 2022.
(III) the statement of the board of directors on meeting the conditions of grant, and the clear opinions issued by the independent directors and the board of supervisors. 1. The statement of the board of directors on meeting the conditions of grant
According to the relevant provisions of the measures for the administration of equity incentive of listed companies and the company's 2022 restricted stock incentive plan (Draft), if the following conditions are met at the same time, the company shall grant restricted shares to the incentive object: (1) the company does not have any of the following circumstances:
1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
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) Other circumstances recognized by the CSRC.
(2) The incentive object does not have any of the following situations:
1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
6) Other circumstances recognized by the CSRC.
After careful verification, the board of Directors believes that neither the company nor the incentive object has occurred or does not belong to any of the above two situations, and there are no other situations that cannot be granted or become the incentive object. The granting conditions of this incentive plan have been met. The board of directors agreed to determine the first grant date of the incentive plan as February 15, 2022, and grant a total of 3.2900 restricted shares to 99 incentive objects who meet the grant conditions at a grant price of 17.64 yuan / share.
2. Opinions of independent directors
(1) The company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies, and the company has the subject qualification to implement the equity incentive plan.
(2) The incentive objects granted with restricted shares have the qualifications specified in the company law and the securities law, meet the incentive object conditions specified in the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, and meet the scope of incentive objects specified in the company's 2022 restricted stock incentive plan (Draft). The subject qualification is legal and effective.
(3) According to the authorization of the company's first extraordinary general meeting in 2022, the board of directors determined that the first grant date of the company's restricted stock incentive plan in 2022 is February 15, 2022. The determination of the grant date is in line with the provisions on the grant date in the administrative measures for equity incentive of listed companies and the company's restricted stock incentive plan in 2022 (Draft).
(4) The company has no plans or arrangements to provide loans, loan guarantees or other financial assistance to incentive objects.
(5) The implementation of the incentive plan is conducive to the sustainable and healthy development of the company, enhance the sense of responsibility and mission of the incentive objects, and there is no situation that damages the interests of the company and shareholders.
In conclusion, all independent directors agreed that the grant conditions specified in the incentive plan had been met, and agreed to determine the first grant date as February 15, 2022, and grant a total of 3.2900 restricted shares to 99 incentive objects who met the grant conditions at a grant price of 17.64 yuan / share.
3. Opinions of the board of supervisors
(1) The company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies, and the company has the subject qualification to implement the equity incentive plan.
(2) The incentive objects granted with restricted shares have the qualifications specified in the company law and the securities law, meet the incentive object conditions specified in the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, and meet the scope of incentive objects specified in the company's 2022 restricted stock incentive plan (Draft). The subject qualification is legal and effective.
(3) The first grant date determined by the board of directors of the company complies with the provisions on the grant date in the administrative measures for equity incentive of listed companies and the company's restricted stock incentive plan (Draft) in 2022.
In conclusion, the board of supervisors believes that the grant conditions specified in the incentive plan have been met, and agrees to determine the first grant date as February 15, 2022, and grant a total of 3.209 million restricted shares to 99 incentive objects who meet the grant conditions at a grant price of 17.64 yuan / share.
(IV) specific conditions of this grant
1. First grant date: February 15, 2022.
2. Number of shares granted for the first time: 3209000 shares.
3. Number of incentive objects granted for the first time: 99.
4. Grant price: 17.64 yuan / share.
5. Stock source: the company issues RMB A-share common stock to the incentive object.
6. Validity period and ownership arrangement of the incentive plan
(1) Period of validity
The validity period of this incentive plan is from the date of the first grant of restricted shares to the date of the ownership or invalidation of all the restricted shares granted to the incentive object, which shall not exceed 60 months at most.
(2) Attribution arrangement
The restricted shares granted for the first time in the incentive plan shall be attributed according to the attribution arrangement of the incentive plan after 12 months from the date of the first grant and meeting the corresponding attribution conditions. The attribution date must be the trading day, but not within the following periods:
1) Within 30 days before the announcement of the company's annual report and semi annual report;
2) Within 10 days before the announcement of the company's quarterly report, performance forecast and performance express;
3) From the date of major events that may have a great impact on the trading price of the company's shares and their derivatives or the date of entering the decision-making process to the date of disclosure according to law;
4) Other periods prescribed by the CSRC and the Shanghai Stock Exchange.
The ownership arrangement of restricted shares granted for the first time by this incentive plan is shown in the table below:
Vesting arrangement vesting proportion during vesting period
The first vesting period is from the first trading day 12 months after the date of the first grant to the first 20%
The last trading day within 24 months from the date of this grant
The second vesting period starts from the first trading day 24 months after the date of the first grant to the first 40%
The last trading day within 36 months from the date of this grant
The third vesting period starts from the first trading day 36 months after the date of the first grant to the first 40%
The last trading day within 48 months from the date of this grant
The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used to guarantee or repay debts before vesting. The restricted shares granted to the incentive object but not yet vested, the increased shares due to the conversion of capital reserve into share capital, share distribution and other circumstances, are subject to the vesting conditions at the same time, and shall not be transferred, used for guarantee or debt repayment before vesting. If the restricted shares cannot be vested at that time, the shares obtained for the above reasons shall not be vested.
7. List of incentive objects and awards:
Name, position, nationality and the proportion of the number granted to the total amount granted to the total share capital (10000 shares)
Jianqiang chairman, general manager, USA 13.97 3.49% 0.16%
Core technical personnel
Liu (Liu Jianqiang)
Director, deputy general manager
Gao Peng China 10.48 2.61% 0.12% core technicians
Directors, chief financial officer
Zhang Ping China 9.32 2.33% 0.11% Secretary of the board of directors
Yang Ruping, Deputy General Manager China 2.71 0.68% 0.03%
Gao Zihuan management and administration backbone China 5.22 1.30% 0.06%
Teo Si Qin R & D backbone Malaysia 5.62 1.40% 0.06%
Amit
Sales backbone India 4.50 1.12% 0.05% Kumar
Divya
R & D backbone India 4.50 1.12% 0.05% Agarwal
Bruce Ross
Sales backbone Canada 9.32 2.33% 0.11% Po
