Securities code: 688595 securities abbreviation: Chipsea Technologies (Shenzhen) Corp.Ltd(688595) Announcement No.: 2022-005 Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd
Announcement on adjusting the grant price of restricted stock incentive plan in 2020 and 2021
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.
Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. (hereinafter referred to as “the company” or ” Chipsea Technologies (Shenzhen) Corp.Ltd(688595) “) deliberated and adopted the proposal on adjusting the grant price of restricted stock incentive plan in 2020 and 2021 at the second meeting of the third board of directors and the second meeting of the third board of supervisors held on February 22, 2022, It is agreed to adjust the grant price (including reserved grant) of 2020 restricted stock incentive plan from 50 yuan / share to 49.7 yuan / share according to the relevant provisions of 2020 restricted stock incentive plan (Draft) (hereinafter referred to as “2020 incentive plan”) and 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “2021 incentive plan”) Adjusted from 65 yuan / share to 64.7 yuan / share, and the grant price of restricted stock incentive plan (including reserved grant) in 2021 was adjusted from 50 yuan / share to 49.7 yuan / share. The details are as follows:
1、 Basic information of the company’s 2020 incentive plan:
1. On November 20, 2020, the company held the 22nd Meeting of the second board of directors, which deliberated and adopted the proposal on the company’s 2020 restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s assessment and management measures for the implementation of 2020 restricted stock incentive plan Proposal on granting restricted shares to Mr. Lu Guojian, chairman and general manager, proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive, etc. 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 16th meeting of the second board of supervisors, which deliberated and adopted the proposal on the company’s 2020 restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s measures for the assessment and management of the implementation of 2020 restricted stock incentive plan The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions on the proposal on granting restricted shares to Mr. Lu Guojian, chairman and general manager, and the proposal on verifying the list of incentive objects of the company’s 2020 restricted stock incentive plan.
2. On November 24, 2020, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement on the public solicitation of entrusted voting rights by independent directors (Announcement No.: 2020-008) was disclosed. According to the entrustment of other independent directors of the company, Mr. Cai Yimao, the independent director, as the soliciter, solicited entrusted voting rights from all shareholders of the company on the relevant proposals of the incentive plan considered at the fourth extraordinary general meeting of shareholders in 2020.
3. From November 24, 2020 to December 3, 2020, the company publicized the names and positions of the incentive objects granted by the incentive plan for the first time within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the objects of the incentive plan. On December 4, 2020, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) 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.: 2020-010).
4. On December 11, 2020, the company held the fourth extraordinary general meeting of shareholders in 2020, deliberated and passed the proposal on the company’s 2020 restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s assessment and management measures for the implementation of 2020 restricted stock incentive plan Proposal on granting restricted shares to Mr. Lu Guojian, chairman and general manager, and proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive. At the same time, the company conducted a self-examination on the trading of the company’s shares by insiders and incentive objects six months before the announcement of the 2020 restricted stock incentive plan (Draft) of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd., and found no use of insider information for stock trading. On December 12, 2020, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the self inspection report on the trading of company shares by insiders and incentive objects of the 2020 restricted stock incentive plan (Announcement No.: 2020-012).
5. On December 11, 2020, the company held the 23rd Meeting of the second board of directors and the 17th meeting of the second board of supervisors. The meeting deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time under the 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 expressed their independent opinions on the matter and believed that the grant conditions had been met, the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions. The board of supervisors verified the list of incentive objects on the grant date and issued verification opinions. On December 15, 2020, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement of the 23rd Meeting of the second board of directors (Announcement No.: 2020-013) and the announcement of the 17th meeting of the second board of supervisors (Announcement No.: 2020-014) were disclosed. 6. On November 18, 2021, the company held the 39th meeting of the second board of directors and the 29th meeting of the second board of supervisors. The meeting deliberated and adopted the proposal on granting some restricted shares reserved for 2020 equity incentive plan to incentive objects. The independent directors of the company expressed their independent opinions on the matter and believed that the grant conditions had been met, the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions. The board of supervisors verified the list of incentive objects reserved for the grant date and issued verification opinions. On November 20, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the announcement on granting restricted shares reserved for 2020 equity incentive to incentive objects (Announcement No.: 2021-082).
1、 Basic information of the company’s incentive plan in 2021:
1. On April 1, 2021, the company held the 26th meeting of the second board of directors, The meeting deliberated and adopted the proposal on the company’s 2021 restricted stock incentive plan (Draft) > and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on the granting of restricted shares to Mr. Lu Guojian, chairman and general manager Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive, etc.
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 19th meeting of the second board of supervisors, which deliberated and adopted the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s measures for the assessment and management of the implementation of 2021 restricted stock incentive plan The board of supervisors of the company has verified the relevant matters of the incentive plan and issued relevant verification opinions on the proposal on granting restricted shares to Mr. Lu Guojian, chairman and general manager, and the proposal on verifying the list of incentive objects granted for the first time by the company’s restricted stock incentive plan in 2021.
2. On April 6, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement on the public solicitation of entrusted voting rights by independent directors (Announcement No.: 2021-008) was disclosed. According to the entrustment of other independent directors of the company, Mr. Cai Yimao, the independent director, as the soliciter, solicited entrusted voting rights from all shareholders of the company on the proposals related to the incentive plan considered at the first extraordinary general meeting of shareholders in 2021. 3. From April 6, 2021 to April 15, 2021, the company publicized the names and positions of the incentive objects granted by the incentive plan for the first time within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the objects of the incentive plan. On April 16, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2021 (Announcement No.: 2021-010).
4. On April 21, 2021, the company held the first extraordinary general meeting of shareholders in 2021, The proposal on the company’s 2021 restricted stock incentive plan (Draft) > and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on the granting of restricted shares to Mr. Lu Guojian, chairman and general manager were reviewed and passed Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive. At the same time, the company conducted a self-examination on the trading of the company’s shares by insiders and incentive objects six months before the announcement of the 2021 restricted stock incentive plan (Draft) of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd., and found no use of insider information for stock trading. On April 22, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2021 (Announcement No.: 2021-013).
5. On April 21, 2021, the company held the 28th meeting of the second board of directors and the 20th meeting of the second board of supervisors. The meeting deliberated and adopted the proposal on granting restricted shares to the incentive objects of the 2021 restricted stock incentive plan for the first time. The independent directors of the company expressed their independent opinions on the matter and believed that the grant conditions had been met, the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions. The board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
6. On November 18, 2021, the company held the 39th meeting of the second board of directors and the 29th meeting of the second board of supervisors. The meeting deliberated and adopted the proposal on granting some restricted shares reserved in the 2021 equity incentive plan to incentive objects. The independent directors of the company expressed their independent opinions on the matter and believed that the grant conditions had been met, the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions. The board of supervisors verified the list of incentive objects on the grant date and issued verification opinions. On November 20, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the announcement on granting some restricted shares reserved for equity incentive in 2021 to incentive objects (Announcement No.: 2021-083).
3、 Main contents of this adjustment
1. Reason for adjustment
On June 4, 2021, the company disclosed the announcement on the implementation of 2020 annual equity distribution, which distributed a cash dividend of 0.3 yuan (including tax) per share based on the total share capital of the company before the implementation of the profit distribution plan. According to the relevant provisions of 2020 restricted stock incentive plan (draft) and 2021 restricted stock incentive plan (Draft), From the announcement date of the incentive plan to the time when the incentive object is granted restricted shares, and from the time when the incentive object is granted restricted shares to the time when the incentive object is vested, the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division of shares, the allotment of shares, the reduction of shares or the distribution of dividends, and the grant price of restricted shares shall be adjusted accordingly.
2. Adjustment method
According to the equity incentive plan approved by the general meeting of shareholders of the company and in combination with the above adjustment reasons, the grant price of restricted shares in the incentive plan is adjusted according to the following:
P＝P0-V
Where: P0 is the grant price before adjustment; V is the dividend per share; P is the adjusted grant price. After dividend adjustment, P must still be greater than 1.
According to the above formula, the grant price of restricted shares after the adjustment of the incentive plan in 2020 is 49.7 yuan / share (= 50 yuan / share – 0.3 yuan / share) and 64.7 yuan / share (= 65 yuan / share – 0.3 yuan / share). The grant price of restricted shares after the adjustment of the incentive plan in 2021 is 49.7 yuan / share (= 50 yuan / share – 0.3 yuan / share).
4、 Impact of this adjustment on the company
The company’s adjustment of the grant price of restricted shares has no material impact on the company’s financial status and operating results. 5、 Opinions of independent directors
The company’s adjustment of the grant price of the restricted stock incentive plan in 2020 and 2021 complies with the relevant laws and regulations and the relevant provisions of the restricted stock incentive plan in 2020 (Draft) and the restricted stock incentive plan in 2021 (Draft), which will be held at the company’s first extraordinary general meeting in 2021 The fourth extraordinary general meeting of shareholders in 2021 is within the scope of authorization of the board of directors of the company, and has performed the necessary examination and approval procedures. There is no situation that damages the interests of the company and all shareholders. Therefore, we unanimously agree with the proposal of the board of directors on the price adjustment of this grant.
6、 Opinions of the board of supervisors
The board of supervisors checked the adjustment of the granting price of restricted shares and considered that the annual equity distribution plan of the company in 2020 had been deliberated and approved by the general meeting of shareholders. The board of directors of the company adjusted the granting price of the incentive plan of restricted shares in 2020 and 2021 according to the authorization of the fourth extraordinary general meeting of shareholders in 2020 and the first extraordinary general meeting of shareholders in 2021, The review procedures are legal and compliant, and comply with the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents, as well as the company’s 2020 years
