Securities code: 688687 securities abbreviation: Beijing Kawin Technology Share-Holding Co.Ltd(688687) Announcement No.: 2021-050 Beijing Kawin Technology Share-Holding Co.Ltd(688687)
Announcement on granting reserved restricted shares 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 liabilities for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Reserved restricted stock grant date: December 31, 2021
Number of reserved restricted shares granted: 120000 shares, accounting for 0.07% of the company’s total share capital of 169828422 shares.
Equity incentive method: the second type of restricted stock
Beijing Kawin Technology Share-Holding Co.Ltd(688687) (hereinafter referred to as the “company”). The reserved grant conditions for Restricted Shares specified in the 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)” or the “incentive plan”) have been fulfilled. According to the authorization of the company’s 2020 annual shareholders’ meeting, the company held the sixth meeting of the Fifth Board of directors on December 31, 2021 At the third meeting of the 5th board of supervisors, the proposal on granting reserved restricted shares to the incentive object was deliberated and adopted, and it was determined that December 31, 2021 was the reserved grant date to grant 120000 restricted shares to the incentive object Mr. Wang Tao at the grant price of 13.86 yuan / share. The relevant matters are described as follows:
1、 Restricted stock grants
(i) Decision making procedures and information disclosure performed in this restricted stock grant
1. On April 20, 2021, the company held the 18th meeting of the 4th board of directors, which deliberated and adopted the
<2021年限制性股票激励计划（草案）>
And its abstract
<2021年限制性股票激励计划实施考核管理办法>
Proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021, etc. The independent directors of the company have expressed independent opinions on the relevant proposals of the incentive plan.
On the same day, the company held the 12th meeting of the 4th board of supervisors and deliberated and adopted the
<2021年限制性股票激励计划（草案）>
And its summary, proposal on the list of incentive objects of the company’s restricted stock incentive plan in 2021, proposal on the company
<2021年限制性股票激励计划实施考核管理办法>
The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. On April 22, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com.. CN.) The announcement on Beijing Kawin Technology Share-Holding Co.Ltd(688687) public solicitation of voting rights by independent directors (Announcement No.: 2021-014) was disclosed. According to the entrustment of other independent directors of the company, Mr. Du Chen, the independent director, as the collector, solicited the entrusted voting rights from all shareholders of the company on the proposals related to the company’s 2021 restricted stock incentive plan deliberated at the 2020 annual general meeting.
3. From April 22, 2021 to May 2, 2021, the company publicized the names and positions of the incentive objects of the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects of the incentive plan. On May 7, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com.. CN.) The announcement and verification opinions of the Beijing Kawin Technology Share-Holding Co.Ltd(688687) board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2021 (Announcement No.: 2021-016) were disclosed on the.
4. On May 12, 2021, the company held the 2020 annual general meeting of shareholders, which deliberated and adopted the
<2021年限制性股票激励计划（草案）>
And its abstract
<2021年限制性股票激励计划实施考核管理办法>
Proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021, etc. On May 13, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com.. CN.) The self inspection report of Beijing Kawin Technology Share-Holding Co.Ltd(688687) on the trading of shares of the company by insiders and incentive objects of the restricted stock incentive plan in 2021 (Announcement No.: 2021-018) was disclosed on the.
5. On June 8, 2021, the company held the second meeting of the 5th board of directors and the 13th meeting of the 4th board of supervisors, and deliberated and adopted the proposal on adjusting the grant price of restricted stock incentive plan in 2021 and the proposal on granting restricted stock to incentive objects for the first time. The independent directors of the company expressed independent opinions on the above-mentioned proposals, and the board of supervisors verified the above-mentioned matters and issued verification opinions.
6. On December 31, 2021, the company held the sixth meeting of the Fifth Board of directors and the third meeting of the Fifth Board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, and considered that the granting conditions have been met, the qualification of incentive objects is legal and effective, and the determined granting date meets relevant regulations. The independent directors of the company expressed independent opinions on the above matters, and the board of supervisors verified the above matters and issued verification opinions.
（2） Differences between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders
The incentive object awarded this time is Mr. Wang Tao, chief scientific research officer of the company. After joining the company, he further improved the innovation ability and technical level of the company and strengthened the strength of the R & D team. According to the actual situation of the company, in combination with his work experience, future guidance and participation in the company’s R & D projects and business development, Mr. Wang Tao is newly recognized as the company’s core technical personnel.
In addition to the above adjustments, the restricted stock incentive plan implemented this time is consistent with the contents deliberated and approved by the company’s 2020 annual general meeting of shareholders.
（3） Explanations 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 grant conditions in the incentive plan (Draft), 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 An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year 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) The incentive object does not have any of the following situations:
① Being identified as inappropriate by the stock exchange within the last 12 months;
② It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
③ Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
④ Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
⑤ Those who are not allowed to participate in 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 determines that neither the company nor the incentive object has any of the above circumstances, nor other circumstances that cannot be granted or become the incentive object, and the granting conditions of the incentive plan have been met.
2. Verification opinions of the board of supervisors on whether the 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 and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan; The incentive objects of the incentive plan have the qualifications specified in the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws, regulations and normative documents, and meet the incentive object conditions specified in the measures for the administration of equity incentive of listed companies and the listing rules of Shanghai Stock Exchange on the science and innovation board, It meets the scope of incentive objects specified in the company’s incentive plan (Draft), and its subject qualification as the incentive object of the company’s incentive plan is legal and effective.
(2) The company determines that the grant date of the incentive plan complies with the relevant provisions on the grant date in the administrative measures for equity incentive of listed companies and the incentive plan (Draft).
Therefore, the board of supervisors agreed that the reserved grant date of the company’s restricted stock incentive plan was December 31, 2021, and agreed to grant 120000 restricted shares to the incentive object Mr. Wang Tao at the grant price of RMB 13.86/share.
3. Independent opinions of independent directors on whether the grant meets the conditions
The remaining grant date is December 31, 2021, which complies with the administrative measures for equity incentive of listed companies and other laws and regulations, as well as the relevant provisions on the grant date in the company’s incentive plan (Draft).
(2) It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
(3) The company’s determination of the incentive objects granted restricted shares this time complies with the relevant laws and regulations and the provisions on the qualification of the equity incentive plan in the articles of association, the incentive object conditions specified in the measures for the administration of equity incentive of listed companies, and the scope of incentive objects specified in the incentive plan (Draft), Its subject qualification as the incentive object of the company’s restricted stock incentive plan in 2021 is legal and effective.
(4) The company’s implementation of this incentive plan is conducive to further improving the corporate governance structure, establishing and improving the company’s incentive and restraint mechanism, enhancing the company’s management team and key employees’ sense of responsibility and mission for realizing the sustainable and healthy development of the company, and is conducive to the sustainable development of the company without damaging the interests of the company and all shareholders. In conclusion, it is agreed that the reserved grant date of the company’s incentive plan is December 31, 2021, and it is agreed to grant 120000 restricted shares to the incentive object Mr. Wang Tao at the grant price of 13.86 yuan / share.
（4） Specific conditions of reservation grant
1. Reserved grant date: December 31, 2021
2. Number of granted shares: 120000 shares, accounting for about 0.07% of the current total share capital of 169828422 shares
3. Number of persons granted: 1
4. Grant price: 13.86 yuan / share
5. Stock source: the company issues A-share common stock to the incentive object
6. Validity period, vesting period and vesting arrangement of incentive plan
(1) The validity period of the incentive plan shall be no more than 48 months from the date of 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 will be vested in several times according to the agreed proportion after the incentive objects meet the corresponding vesting conditions. The vesting date must be the trading day and shall not be vested within the following periods:
① 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 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 transactions or other major events that the company shall disclose in accordance with the Listing Rules of science and Innovation Board of Shanghai Stock Exchange.
If relevant laws, administrative regulations and departmental rules have other provisions on the period that cannot be attributed, the relevant provisions shall prevail.
The vesting period and arrangement of restricted shares reserved for grant in the incentive plan are as follows:
The proportion of the number of vested rights and interests in the total amount of granted rights and interests
The first vesting period is from the first trading day after 12 months from the reserved grant date to 30%
The last trading day within 24 months from the date of reservation grant
The second vesting period is from the first trading day after 24 months from the reserved grant date to 30%
The last trading day within 36 months from the reserved grant date
The third vesting period is from the first trading day after 36 months from the reserved grant date to 40%
The last trading day within 48 months from the reserved grant date
7. List of reserved incentive objects and awards:
Restricted shares granted restricted names nationality job tickets granted (10000 shares) proportion of shares in the total granted shares in the current total share capital proportion
Wang Tao American core technicians 12.002.67% 0.07%
Total 12.002.67% 0.07%
Note: 1. The shares of the company granted to the above incentive objects through all equity incentive plans within the validity period do not exceed 1% of the total share capital of the company. The total number of underlying shares involved in the incentive plan within the whole validity period 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 for deliberation. 2. The incentive objects granted by the plan do not include independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the shares of the listed company
