Securities code: 688099 securities abbreviation: Amlogic (Shanghai) Co.Ltd(688099) Announcement No.: 2022-003 Jingchen semiconductor (Shanghai) Co., Ltd
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 responsibility for the authenticity, accuracy and completeness of its contents.
Important content tips:
Reserved partial restricted stock grant date: December 30, 2021
Reserved number of restricted shares granted: 1078500 shares are granted to the first type of incentive objects, accounting for about 0.262% of the total share capital of the company at present
Grant of reserved restricted shares: a total of 1.6 million restricted shares have been reserved, 521500 shares have been granted before this grant, 1078500 shares have been granted this time, and all reserved restricted shares have been granted after this grant
Equity incentive method: the second type of restricted stock
Jingchen semiconductor (Shanghai) Co., Ltd. (hereinafter referred to as "the company") has fulfilled some of the conditions for granting the company's restricted shares in 2021 specified in the 2021 restricted stock incentive plan (Draft) (hereinafter referred to as "the incentive plan (Draft)" or "the incentive plan"). According to the authorization of the company's first extraordinary general meeting in 2021, The company held the 18th meeting of the second board of directors and the 15th meeting of the second board of supervisors on December 30, 2021, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, determined December 30, 2021 as the grant date, and granted 1078500 restricted shares to 114 category I incentive objects at the grant price of 65.08 yuan / share. The relevant matters are described as follows:
1、 Restricted stock grants
(i) Decision making procedures and information disclosure performed in the reserved grant of restricted shares
1. On April 11, 2021, the company held the ninth meeting of the second 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 of the company to authorize the board of directors to handle matters related to equity incentive, etc. The independent directors of the company have expressed independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there are circumstances damaging the interests of the company and all shareholders.
On the same day, the company held the eighth meeting of the second board of supervisors, 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 verification of the company
<2021 年限制性股票激励计划激励对象名单>
The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. From April 13, 2021 to April 22, 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 to the proposed incentive object. The company was posted on the website of Shanghai Stock Exchange (www.sse. Com.. CN.) on April 23, 2021 Disclosed the announcement and verification opinions of the Amlogic (Shanghai) Co.Ltd(688099) board of supervisors on the list of incentive objects of the company's restricted stock incentive plan in 2021 (Announcement No.: 2021-018).
3. On April 13, 2021, the company opened the website of Shanghai Stock Exchange (www.sse. Com.. CN.) The Amlogic (Shanghai) Co.Ltd(688099) announcement on public solicitation of entrusted voting rights by independent directors (Announcement No.: 2021-009) was disclosed. According to the entrustment of other independent directors of the company, Mr. Zhang Kaihe, the independent director, as the collector, solicited voting rights from all shareholders of the company on the proposals related to the 2021 fixed-term stock incentive plan deliberated at the first extraordinary general meeting in 2021.
4. On April 28, 2021, the company held the first extraordinary general meeting of shareholders in 2021, 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 of the company to authorize the board of directors to handle matters related to equity incentive, etc. The company's implementation of the incentive plan is approved by the general meeting of shareholders, and the board of directors is authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when incentive objects meet the conditions, and handle all matters necessary for the grant of restricted shares. 5. On April 29, 2021, the company opened the website of Shanghai Stock Exchange (www.sse. Com.. CN.) Disclose the Amlogic (Shanghai) Co.Ltd(688099) self inspection report on the trading of the company's shares by insiders and incentive objects of the company's restricted stock incentive plan in 2021 (Announcement No.: 2021-019).
6. On April 29, 2021, the company held the 12th meeting of the second board of directors and the proposal of the second supervisor and the proposal on granting restricted shares to incentive objects. The independent directors of the company expressed independent opinions on the above proposal, and the board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
7. On August 27, 2021, the company held the 14th meeting of the second board of directors and the 13th meeting of the second board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects. The independent directors of the company expressed independent opinions on the above proposal, and the board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
8. On December 30, 2021, the company held the 18th meeting of the second board of directors and the 15th meeting of the second board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects. The independent directors of the company expressed independent opinions on the above proposal, and the board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
（2） 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 reserved 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 China Securities Regulatory Commission (hereinafter referred to as "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 Administrative punishment by CSRC and its dispatched offices for major violations of laws and regulations in 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 of the people's Republic of China;
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 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 some restricted shares reserved in 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 reserved and granted incentive objects determined by the company have the qualifications specified in the company law of the people's Republic of China and other laws, regulations and normative documents, and 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"), Comply with the scope of incentive objects specified in the company's incentive plan (Draft) and its summary, and its subject qualification as an incentive object 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, the incentive plan (Draft) and its abstract.
Therefore, the board of supervisors agreed that the grant date of some restricted shares reserved in the incentive plan of the company was December 30, 2021, and agreed to grant 1078500 restricted shares to 114 class I incentive objects at the grant price of 65.08 yuan / share.
3. Relevant explanations of independent directors on whether the reserved 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 some restricted shares reserved in the incentive plan of the company was December 30, 2021, which was in line with the administrative measures and other laws and regulations and the relevant provisions on the grant date in the incentive plan (Draft).
(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 incentive objects reserved and granted by the company this time comply with the company law of the people's Republic of China, the securities law of the people's Republic of China and other relevant laws and regulations, as well as the provisions on the qualification of the incentive plan in the articles of association, the incentive object conditions specified in the management measures 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 grant date of restricted shares reserved in the incentive plan of the company is December 30, 2021, and it is agreed to grant 1078500 restricted shares to 114 class I incentive objects at the grant price of 65.08 yuan / share.
（3） Details of grant
1. Reserved grant date: December 30, 2021
2. Reserved grant quantity: 1078500 shares will be granted to class I incentive objects
3. Number of reserved grants: 114
4. Reserved grant price: approved by the resolution of the board of directors, the grant price of reserved restricted shares to class I incentive objects is consistent with the first grant, which is 65.08 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 maximum period of restricted shares reserved for grant this time shall not exceed 60 months from the date of grant to the date when all restricted shares are vested or invalid.
(2) After 12 months from the date of grant, and after the incentive object meets the corresponding attribution conditions, the reserved restricted shares granted to the incentive object under the incentive plan will be attributed in batches according to the agreed proportion. The attribution date must be the trading day, but shall not be attributed within 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 shall disclose in accordance with the listing rules.
The vesting period and arrangement of the reserved restricted shares granted to the incentive object are as follows:
The proportion of the number of vested interests in the total granted interests at the time of ownership arrangement
The restrictive nature of the grant of the reserved part shall be the first payment after 12 months from the date of the grant of the reserved part
Up to 25% within 24 months from the first vesting date of the shares to the date of grant of the reserved part
End of the next trading day
The restrictive nature of the grant of the reserved part shall be the first payment after 24 months from the date of the grant of the reserved part
25% of the shares within 36 months from the second vesting date to the date of grant of the reserved part
End of the next trading day
The restrictive nature of the grant of the reserved part shall be the first payment after 36 months from the date of the grant of the reserved part
25% of the maximum within 48 months from the third vesting date of the shares to the date of grant of the reserved part
End of the next trading day
The restrictive nature of the grant of the reserved part shall be the first payment after 48 months from the date of the grant of the reserved part
25% of the maximum within 60 months from the fourth vesting date of the shares to the date of grant of the reserved part
