Securities code: 688595 securities abbreviation: Chipsea Technologies (Shenzhen) Corp.Ltd(688595) Announcement No.: 2022-006 Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd
Announcement on granting some restricted shares reserved in the 2021 restricted stock incentive plan to incentive objects
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:
Equity incentive: the second type of restricted stock.
Number of reserved restricted shares granted: there are 640000 reserved restricted shares in total, including 105000 shares granted this time, which accounts for 0.11% of the current total share capital of the company. Reserved partial restricted stock grant date: February 22, 2022.
The grant price of some reserved restricted shares: 49.7 yuan / share.
Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. (hereinafter referred to as “the company” or ” Chipsea Technologies (Shenzhen) Corp.Ltd(688595) “). The conditions for granting the reserved part of the company’s restricted shares in 2021 stipulated in the 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan”) have been fulfilled. According to the authorization of the company’s first extraordinary general meeting in 2021, The company held the second meeting of the third board of directors and the second meeting of the third board of supervisors on February 22, 2022, deliberated and adopted the proposal on granting some restricted shares reserved in the 2021 restricted stock incentive plan to incentive objects, determined February 22, 2022 as the reserved grant date, and agreed to grant 105000 shares to 5 incentive objects at 49.7 yuan / share. The relevant matters are explained as follows:
1、 Restricted stock grants
(I) decision making procedures and information disclosure of the issued restricted stock grant
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.
7. On February 22, 2022, the company held the second meeting of the third board of directors and the second meeting of the third board of supervisors. The meeting deliberated and adopted the proposal on adjusting the grant price of the restricted stock incentive plan in 2020 and 2021 and the proposal on granting some restricted shares reserved in the restricted stock incentive plan in 2021 to the incentive object.
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.
(II) differences between the restricted stock incentive plan implemented this time and the restricted stock incentive plan approved by the general meeting of shareholders
After the deliberation and approval of the company’s 2020 annual general meeting, the company’s 2020 annual profit distribution plan takes the total share capital of 100000000 shares as the base, and pays a cash dividend of 0.3 yuan per share (including tax). This equity distribution has been implemented on June 10, 2021. According to the relevant provisions of the company’s incentive plan and the authorization of the company’s first extraordinary general meeting in 2021, the board of directors adjusted the grant price of the restricted stock incentive plan in 2021 from 50.00 yuan per share to 49.70 yuan per share.
In addition to the above adjustments, the content of the 2021 restricted stock incentive plan implemented this time is consistent with the incentive plan deliberated and approved by the company’s first extraordinary general meeting of shareholders in 2021.
(III) explanation of the board of directors on whether the grant conditions are met, and clear opinions issued by the independent directors and the board of supervisors 1. Relevant explanation of the board of directors on whether the grant conditions are met
According to the provisions of the grant conditions in the incentive plan, the restricted shares granted to the incentive object shall meet the following conditions at the same time:
(1) The company is not under 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, the 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 Having the circumstances that the company law of the people’s Republic of China (hereinafter referred to as the “company law”) stipulates that he shall not serve as a director or senior manager of the company;
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 of the company has determined that neither the company nor the incentive object has any of the above circumstances, and there are no other circumstances that cannot be granted or become the incentive object. The conditions for granting the incentive plan have been established
2. Relevant explanations of the board of supervisors on whether the reserved grant meets the conditions
(1) The company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan; The incentive objects reserved and granted in this incentive plan have the qualifications specified in the company law and other laws, regulations and normative documents, meet the incentive object conditions specified in the administrative measures and the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules”), and meet the scope of incentive objects specified in the incentive plan, Its subject qualification as the incentive object of the company’s restricted stock incentive plan in 2021 is legal and effective.
(2) The company determines that the grant date of the incentive plan complies with the relevant provisions of the administrative measures and the incentive plan on the grant date.
Therefore, the board of supervisors agreed that the grant date of the reserved part of the company’s incentive plan was February 22, 2022, and agreed to grant the reserved 105000 restricted shares at 49.7 yuan / share to five eligible incentive objects.
3. Relevant explanations of independent directors on whether the grant meets the conditions
(1) According to the authorization of the company’s first extraordinary general meeting in 2021, the board of directors determined that the grant date of the part reserved in the company’s incentive plan was February 22, 2022, which was in line with the relevant provisions on the grant date in the management measures and other laws, regulations and normative documents and the company’s incentive plan.
(2) It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
(3) The company determines that the incentive objects reserved for granting restricted shares this time comply with the company law, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and other relevant laws and regulations, as well as the provisions on the qualification of the incentive plan in the articles of Association, and meet the incentive object conditions specified in the management measures, In line with the scope of incentive objects specified in the incentive plan, as the reserved part of the company’s restricted stock incentive plan in 2021, the subject qualification granted to incentive objects is legal and effective.
(4) The company’s implementation of equity incentive plan is conducive to further establish and improve the long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s employees, effectively combine the interests of shareholders, the company and employees’ personal interests, and make all parties pay attention to the long-term development of the company. In conclusion, we believe that the company’s restricted stock incentive plan is conducive to the formation of a long-term incentive and restraint mechanism for core backbone talents and promote the long-term sustainable development of the company, without damaging the interests of the company and all shareholders, especially minority shareholders. To sum up, we believe that the grant conditions for the reserved grant part of the company’s incentive plan have been met, and agree that the company will set February 22, 2022 as the reserved grant date, and agree to grant the reserved 105000 restricted shares at 49.7/share to the five eligible incentive objects.
(IV) specific conditions of grant
1. Grant date: February 22, 2022
2. Number / quantity / price of grants: 105000 restricted shares are granted to 5 incentive objects at 49.7 yuan / share, accounting for 0.11% of the current 100 million shares of the company’s total share capital.
3. Stock source: the company issues A-share common stock to the incentive object.
4. Validity period, vesting period and vesting arrangement of incentive plan
(1) The validity period of this incentive plan shall be no more than 60 months from the date of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid.
(2) The restricted shares granted by the incentive plan shall be vested in several times according to the agreed proportion after 12 months from the date of grant and after the incentive object meets the corresponding attribution conditions. The attribution date must be the trading day within the validity period of the incentive plan, but shall not be vested in the following periods:
① Within 30 days before the announcement of the company’s periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
② Within 10 days before the announcement of the company’s 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 2 trading days after disclosure according to law;
④ Other periods prescribed by the CSRC and the Shanghai Stock Exchange.
The above “major events” are the basis of the company《
