Securities code: 688595 securities abbreviation: Chipsea Technologies (Shenzhen) Corp.Ltd(688595) Announcement No.: 2022-009 Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd
Announcement on the resolution of the second meeting of the third board of supervisors
The board of supervisors and all supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
The second meeting of the third board of supervisors of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. (hereinafter referred to as “the company” or ” Chipsea Technologies (Shenzhen) Corp.Ltd(688595) “) was held by on-site voting at 16:30 p.m. on February 22, 2022. The notice of this meeting was notified to all supervisors by telephone and on-site notice on February 22, 2022, All supervisors unanimously agreed to waive the time limit for advance notice of the meeting of the board of supervisors. The meeting was convened and presided over by Mr. Wang Jinsuo, chairman of the board of supervisors. There should be 3 supervisors and 3 actual supervisors. The convening and convening procedures of the meeting comply with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other laws, regulations and departmental rules, as well as the relevant provisions of the articles of association of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. (hereinafter referred to as the “articles of association”), and the resolutions made are legal and effective.
The meeting considered and adopted the following proposals by voting:
1. The proposal on adjusting the grant price of restricted stock incentive plan in 2020 and 2021 was deliberated and adopted
The board of supervisors of the company believes that the 2020 annual equity distribution plan of the company has been deliberated and approved by the general meeting of shareholders, and the board of directors of the company adjusts the grant price of the restricted stock incentive plan 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, and the deliberation procedures are legal and compliant, 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 relevant provisions of the company’s 2020 restricted stock incentive plan (Draft) and 2021 restricted stock incentive plan (Draft), and there is no situation that damages the interests of the company and all shareholders. Therefore, it is agreed that the grant price of restricted stock incentive plan (including reserved grant) in 2020 will be adjusted from 50 yuan / share to 49.7 yuan / share, from 65 yuan / share to 64.7 yuan / share, and the grant price of restricted stock incentive plan (including reserved grant) in 2021 will be adjusted from 50 yuan / share to 49.7 yuan / share.
2. The proposal on granting restricted shares to incentive objects and reserving some restricted shares in the 2021 restricted stock incentive plan was deliberated and adopted
The board of supervisors of the company checked whether the reserved granting conditions for restricted shares in this incentive plan have been fulfilled and held that:
1. The incentive objects reserved and granted in this incentive plan meet the incentive object conditions specified in the measures for the administration of equity incentive of listed companies and the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, meet the incentive object scope specified in the incentive plan, and their subject qualification as the incentive object of this incentive plan of the company is legal and effective.
2. The company and the incentive objects reserved for grant in the incentive plan have not been prohibited from granting rights and interests, and the grant conditions specified in the incentive plan of the company have been met.
2.1 the company does not have the situation that equity incentive shall not be implemented as stipulated in Article 7 of the measures for the administration of equity incentive of listed companies:
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 most recent 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.
2.2 the incentive objects reserved and granted in this incentive plan are not under any of the following circumstances:
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 supervisors 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.
2.3 the incentive objects reserved and granted in this incentive plan do not include the company’s independent supervisors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
3. The board of supervisors of the company checked the grant date of the incentive plan and considered that the grant date of the incentive plan was determined as February 22, 2022, which was in line with the relevant provisions on the grant date in the measures for the administration of equity incentive of listed companies, the incentive plan and its abstract.
Therefore, the board of supervisors agreed that the grant date of the reserved restricted shares to the incentive objects in this incentive plan is February 22, 2022, and agreed to grant the reserved 105000 restricted shares at 49.7 yuan / share to the five eligible incentive objects. After the deliberation and approval of the board of supervisors, among the 3.2 million shares of the company’s restricted stock incentive plan in 2021, 2.56 million shares have been granted for the first time, and 640000 shares reserved have been granted.
Avoidance of voting: this proposal does not involve related matters and there is no need to avoid voting.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
3. The proposal on granting restricted shares to incentive objects and reserving some restricted shares in the second phase of 2021 restricted stock incentive plan was reviewed and approved
The board of supervisors of the company checked whether the reserved granting conditions for restricted shares in this incentive plan have been fulfilled and held that:
1. The incentive objects reserved and granted in this incentive plan meet the incentive object conditions specified in the measures for the administration of equity incentive of listed companies and the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, meet the incentive object scope specified in the incentive plan, and their subject qualification as the incentive object of this incentive plan of the company is legal and effective.
2. The company and the incentive objects reserved for grant in the incentive plan have not been prohibited from granting rights and interests, and the grant conditions specified in the incentive plan of the company have been met.
2.1 the company does not have the situation that equity incentive shall not be implemented as stipulated in Article 7 of the measures for the administration of equity incentive of listed companies:
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 most recent 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.
2.2 the incentive objects reserved and granted in this incentive plan are not under any of the following circumstances:
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 supervisors 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.
2.3 the incentive objects reserved and granted in this incentive plan do not include the company’s independent supervisors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
3. The board of supervisors of the company checked the grant date of the incentive plan and considered that the grant date of the incentive plan was determined as February 22, 2022, which was in line with the relevant provisions on the grant date in the measures for the administration of equity incentive of listed companies, the incentive plan and its abstract.
Therefore, the board of supervisors agreed that the grant date of the reserved restricted shares to the incentive objects in this incentive plan is February 22, 2022, and agreed to grant the reserved 620000 shares at 90 yuan / share to 57 eligible incentive objects. After the deliberation and approval of the board of directors, 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. Avoidance of voting: this proposal does not involve related matters and there is no need to avoid voting.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
It is hereby announced.
Board of supervisors of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. February 24, 2022
