Securities code: 688595 securities abbreviation: Chipsea Technologies (Shenzhen) Corp.Ltd(688595) Announcement No.: 2022-007 Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd
Announcement on granting restricted shares to incentive objects and reserving some restricted shares in the second phase of 2021 restricted stock incentive plan
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 720000 reserved restricted shares in total, including 620000 shares granted this time, which accounts for 0.62% of the current 100 million shares of the company’s total share capital.
Reserved partial restricted stock grant date: February 22, 2022.
Reserved partial restricted stock grant price: 90 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 phase II restricted stock in 2021 stipulated in the phase II restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan” and “incentive plan”) of 2021 have been met, According to the authorization of the company’s fourth 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 restricted shares reserved in the second phase of 2021 restricted stock incentive plan to incentive objects, and determined February 22, 2022 as the reserved grant date, And agreed to grant 620000 shares to 57 incentive objects at 90 yuan / share. After the completion of this grant, among the 3.6 million shares of the company’s phase II restricted stock incentive plan in 2021, 2.88 million shares have been granted for the first time, 720000 shares have been reserved, and the remaining 100000 shares are to be granted. 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 September 26, 2021, the company held the 34th meeting of the second board of directors, The meeting deliberated and adopted the proposal on the company’s second phase of restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the second phase of restricted stock incentive plan in 2021, and the 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 25th meeting of the second board of supervisors, which deliberated and adopted the proposal on the company’s second phase of restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the management measures for the implementation and review of the company’s second phase of restricted stock incentive plan in 2021 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 September 28, 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.: 2021-054) 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 deliberated at the fourth extraordinary general meeting of shareholders in 2021. 3. From September 28, 2021 to October 7, 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 October 18, 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 phase II restricted stock incentive plan in 2021 (Announcement No.: 2021-065).
4. On October 14, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, The proposal on the company’s second phase of restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the second phase of restricted stock incentive plan in 2021, 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 second phase of restricted stock incentive plan (Draft) of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. in 2021, and found no trading of shares by using insider information. On October 15, 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 second phase of restricted stock incentive plan in 2021 (Announcement No.: 2021-069).
5. On October 21, 2021, the company held the 36th meeting of the second board of directors and the 27th meeting of the second board of supervisors. The meeting deliberated and adopted the proposal on granting restricted shares to the incentive objects of the second phase of restricted stock incentive plan in 2021 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 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 granting part of restricted shares reserved in the second phase of 2021 restricted stock 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.
(II) differences between the restricted stock incentive plan implemented this time and the restricted stock incentive plan approved by the general meeting of shareholders
According to the relevant provisions of the incentive plan and its summary and the authorization of the fourth extraordinary general meeting of the company in 2021, the content of the incentive plan implemented this time is consistent with the incentive plan deliberated and approved by the fourth extraordinary general meeting of the company in 2021.
(III) explanation of the board of directors on meeting the grant conditions, and clear opinions issued by the independent directors and the board of supervisors
1. Relevant explanations of the board of directors on whether the grant meets the conditions
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 granting conditions of the incentive plan have been met.
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 phase II 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 in the company’s incentive plan was February 22, 2022, and agreed to grant the reserved 620000 restricted shares at 90.00 yuan / share to 57 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 fourth extraordinary general meeting in 2021, the board of directors determined that the grant date of the reserved part 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, The scope of incentive objects that meet the provisions of the incentive plan, as the reserved part of the company’s phase II 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 620000 restricted shares at RMB 90.00/share to 57 eligible incentive objects.
(IV) specific conditions of grant
1. Grant date: February 22, 2022
2. Number / quantity / price of grants: a total of 620000 restricted shares were granted to 57 incentive objects at 90.00 yuan / share, accounting for 0.62% 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 72 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 transactions or other major events that the company should disclose in accordance with the listing rules.
5. The ownership arrangement of restricted shares reserved for grant this time is as follows:
Vesting arrangement vesting proportion during vesting period
The restricted shares reserved for grant shall be granted from the first trading day after 12 months from the date of reserved partial grant to 25% of the reserved shares
The last trading day within 24 months from the date of grant of the first vesting period
The restricted shares reserved for grant shall be granted from the first trading day after 24 months from the date of reserved partial grant to 25% of the reserved shares
The last 36 months from the date of grant of the second vesting period
