Securities code: Advanced Micro-Fabrication Equipment Inc.China(688012) securities abbreviation: Advanced Micro-Fabrication Equipment Inc.China(688012) Announcement No.: 2022007
Zhongwei semiconductor equipment (Shanghai) Co., Ltd
2022 restricted stock incentive plan (Draft) summary announcement
The board of directors and all directors of the company guarantee that there are no false records and misleading statements in the contents of this announcement
Or major omissions, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Equity incentive method: restricted stock (class II)
Share source: the company issues A-share common stock to the incentive object
Total equity of equity incentive and total number of underlying shares involved: the 2022 restricted stock incentive plan (Draft) of China micro semiconductor equipment (Shanghai) Co., Ltd. (hereinafter referred to as “the incentive plan” or “the plan”) plans to grant 4 million restricted shares to incentive objects, Accounting for about 0.649% of the total share capital of 616244500 shares at the time of announcement of the draft incentive plan. This grant is a one-time grant without reserved rights and interests.
1、 Purpose of equity incentive plan
In order to further establish and improve the company’s 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, and enable all parties to pay common attention to the long-term development of the company, according to the principle of reciprocity between incentive and restraint, In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the Listing Rules of the Shanghai Stock Exchange on the science and innovation board, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) This incentive plan is formulated in accordance with the provisions of relevant laws, regulations and normative documents such as the self regulatory guide No. 4 – disclosure of equity incentive information of listed companies on the Kechuang board (hereinafter referred to as the “regulatory guide”) and the articles of association of Zhongwei semiconductor equipment (Shanghai) Co., Ltd. (hereinafter referred to as the “articles of association”).
As of the announcement date of the incentive plan, the company is also implementing the restricted stock incentive plan in 2020 and the incentive plan in 2020
Stock appreciation right incentive plan. The company held the 12th meeting of the first board of directors and the second extraordinary general meeting of shareholders in 2020 on June 5, 2020 and June 22, 2020 respectively, and deliberated and adopted the incentive plan for restricted shares in 2020 (Revised Draft) and related proposals, the incentive plan for stock appreciation rights in 2020 (revised draft) and related proposals. On June 30, 2020 and November 6, 2020, the company granted a total of 773989 million restricted shares to the incentive objects of the 2020 restricted stock incentive plan, accounting for about 1.45% of the total share capital of the company at the time of grant. On June 30, 2020, the company granted 546800 stock appreciation rights to the incentive objects of stock appreciation rights in 2020, accounting for about 0.102% of the total share capital of the company at the time of grant.
On July 9, 2021, the company held the 21st Meeting of the first board of directors, deliberated and approved the proposal on meeting the vesting conditions for the first vesting period of the company’s 2020 restricted stock incentive plan and the proposal on meeting the vesting conditions for the first exercise period of the company’s 2020 stock appreciation right incentive plan. The company held the first meeting of the second board of directors on December 9, 2021, deliberated and approved the proposal on the first vesting period of the reserved vesting part of the company’s 2020 restricted stock incentive plan meeting the vesting conditions.
This incentive plan is independent of the 2020 restricted stock incentive plan being implemented, and there is no relevant connection.
2、 Equity incentive method and source of underlying stock
(I) incentive mode of this incentive plan
The incentive tool adopted in this incentive plan is the second type of restricted stock. After meeting the corresponding attribution conditions, the incentive objects who meet the grant conditions of the incentive plan will obtain the additional A-share common shares issued by the company in batches at the grant price, and these shares will be registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. The restricted stock granted to the incentive object does not enjoy the rights of shareholders of the company before it is vested, and the restricted stock shall not be transferred, used for guarantee or debt repayment. (II) source of underlying stock
The source of the underlying stock involved in this plan is the company’s directional issuance of A-share common stock to the incentive object.
3、 Number of rights and interests to be granted under the equity incentive plan
The incentive plan intends to grant 4 million restricted shares to the incentive objects, accounting for about 0.649% of the total share capital of 616244500 shares at the time of announcement of the draft incentive plan. This grant is a one-time grant without reserved rights and interests.
The total number of subject shares involved in all effective incentive plans of the company shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders.
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 of ownership, 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 and the reduction of shares, and the number of restricted shares granted shall be adjusted accordingly.
4、 Determination basis, scope and restricted stock distribution of incentive objects
(I) basis for determining incentive objects
1. Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined in accordance with the company law, securities law, administrative measures, listing rules, regulatory guidelines and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive objects of this incentive plan are the company’s directors, senior managers, core technicians and other personnel deemed necessary by the board of directors. The incentive objects do not include the company’s independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the shares of the listed company, the actual controllers of the listed company and their spouses, parents and children.
(II) scope of incentive objects
1. The total number of incentive objects involved in this incentive plan is 1104, accounting for 99.37% of all employees of the company.
include:
(1) Directors of the company;
(2) Senior management;
(3) Core technical personnel;
(4) Other personnel deemed necessary by the board of directors.
Among the above incentive objects, all incentive objects must have employment or labor relations with the company or its branches and subsidiaries when the company grants restricted shares and within the assessment period specified in the incentive plan.
2. The above incentive objects include some foreign employees. The reason why the company includes them in this incentive plan is that foreign incentive objects play an important role in the company’s technology R & D and business development; Equity incentive is a common incentive means for overseas companies. This incentive plan will further promote the construction and stability of the company’s core talent team, which will contribute to the long-term development of the company.
(III) verification of incentive objects
1. After the incentive plan is reviewed and approved by the board of directors, the company will publicize the names and positions of incentive objects internally for a period of no less than 10 days.
2. The board of supervisors of the company will review the list of incentive objects, fully listen to the publicity opinions, and disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects five days before the general meeting of shareholders of the company deliberates the incentive plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
(IV) distribution of restricted shares granted to incentive objects
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Restricted incentive granted
Name Nationality position stock number system stock plan announcement
Total amount (10000 shares) proportion total daily share capital
Forehead proportion
1、 Directors and senior management
Gerald chairman and general manager
Zheyao Yin US manager 101120 2.528% 0.016%
(Yin Zhiyao)
Zhiyou Du US director and deputy general manager 7.1300 1.783% 0.012%
(DU Zhiyou) Li
HSIN-PING
CHU (Zhu Xin, deputy general manager of China Taiwan 5.4700 1.368% 0.009%
Ping)
Tuqian Ni US Deputy General Manager 4.1200 1.030% 0.007%
(Ni Tuqiang)
Weiwen deputy general manager
Chen (Chen Wei, head of finance, Hong Kong, China) 3.9400 0.985% 0.006%
(text)
Liu Xiaoyu, deputy general manager of China, 2.9800 0.745% 0.005%
Secretary of the board of directors
2、 Core technical personnel
James Wei US core technicians 2.6000 0.650% 0.004%
Yang Wei
Steven
Tianxiao Lee US core technicians 2.6000 0.650% 0.004%
(Li Tianxiao)
Steve Sze-Yee
Mak (max American core technician 0.9400 0.235% 0.002%
(meaning)
Subtotal 398920 9.973% 0.065%
3、 Other incentive objects
Other personnel (1095 persons) deemed by the board of directors to need incentive 360108090.027% 0.584%
Total 400100% 0.649%
Note: 1. The shares of the company granted by any of the above incentive objects through all the equity incentive plans within the validity period do not exceed that of the company
1% of the total share capital. The total number of underlying shares involved in all incentive plans of the company within the validity period shall not exceed the total number of equity incentive plans submitted to shareholders
20% of the total share capital of the company at the time of the general meeting.
2. The incentive objects of this plan do not include independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the shares of listed companies and listed companies
The actual controller and his spouse, parents and children.
(V) during the implementation of the equity incentive plan, if the incentive object is not allowed to become the incentive object as stipulated in the administrative measures for equity incentive of listed companies and this incentive plan, the incentive object shall not be granted restricted shares, and the ownership of the granted but not yet vested restricted shares shall be cancelled and invalid.
5、 Validity period, grant date, ownership arrangement and lock up period of this incentive plan
(I) validity period of the incentive plan
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.
(II) grant date of the incentive plan
The granting date shall be determined by the board of directors after the incentive plan is submitted to the general meeting of shareholders of the company for deliberation and approval.
(III) ownership arrangement of the incentive plan
The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive object meets the corresponding vesting conditions. The vesting 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 annual report and semi annual report, if the announcement date is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to the day before the announcement;
(2) Ten 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 securities and their derivatives or in the process of decision-making to the date of 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 of science and Innovation Board of Shanghai Stock Exchange.
The vesting period and proportion of restricted shares granted by the incentive plan are as follows:
Attribution arrangement attribution time
