Securities code: Shenzhen Crastal Technology Co.Ltd(300824) securities abbreviation: Shenzhen Crastal Technology Co.Ltd(300824) Announcement No.: 20220016 Shenzhen Crastal Technology Co.Ltd(300824)
Announcement on adjusting the grant price of some restricted shares granted for the first time under the restricted stock incentive plan in 2021
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Shenzhen Crastal Technology Co.Ltd(300824) (hereinafter referred to as "the company") held the 20th meeting of the third board of directors and the 18th meeting of the third board of supervisors on March 23, 2022, and deliberated and adopted the proposal on adjusting the grant price of some restricted shares granted for the first time in the 2021 restricted stock incentive plan, According to the measures for the administration of equity incentive of listed companies and the company's 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan") and other relevant provisions, it is agreed that the company will adjust the grant price of class II restricted shares granted for the first time in the 2021 restricted stock incentive plan from 12.00 yuan / share to 11.75 yuan / share. The details are as follows:
1、 Basic information of the company's 2020 incentive plan
1. On January 22, 2021, the company held the 12th meeting of the 3rd board of directors and the 10th meeting of the 3rd board of supervisors, deliberated and adopted the proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company's assessment management measures for the implementation of the restricted stock incentive plan in 2021 According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, the independent directors of the company issued independent opinions on the incentive plan, and lawyers and independent financial advisers issued corresponding reports.
2. From January 23, 2021 to February 1, 2021, the company publicized the list and positions of some incentive objects granted by the restricted stock incentive plan for the first time in the company. During the publicity period, the board of supervisors of the company did not receive any objection from any organization or individual, On February 3, 2021, the company also disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects first granted by the restricted stock incentive plan in 2021.
3. On February 8, 2021, the first extraordinary general meeting of the company in 2021 deliberated and passed the proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the company's assessment and management measures for the implementation of the 2021 restricted stock incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The incentive plan was approved by the first extraordinary general meeting of shareholders in 2021. The board of directors was authorized to determine the granting date of restricted shares, grant restricted shares to incentive objects when incentive objects meet the conditions, and handle all matters necessary for granting restricted shares. On the same day, the company disclosed the self inspection report on insider information of the incentive plan for restricted shares in 2021 and the purchase and sale of company shares by incentive objects.
4. On February 8, 2021, the company held the 13th meeting of the third board of directors and the 11th meeting of the third board of supervisors, deliberated and adopted the proposal on the first grant of restricted shares to incentive objects, and agreed that the company would grant 594000 class II restricted shares to 26 incentive objects with February 8, 2021 as the first grant date. The independent directors of the company expressed their independent opinions, the board of supervisors of the company verified the list of incentive objects granted restricted shares, and lawyers and independent financial advisers issued corresponding reports. 5. On November 26, 2021, the company held the 18th meeting of the third board of directors and the 16th meeting of the third board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, and agreed that the company would grant 148500 class II restricted shares to 25 incentive objects with November 26, 2021 as the grant date of reserved restricted shares. The independent directors of the company expressed their independent opinions, the board of supervisors of the company verified the list of incentive objects granted restricted shares, and lawyers and independent financial advisers issued corresponding reports.
6. On March 23, 2022, the 20th meeting of the third board of directors of the company deliberated and approved the proposal on adjusting the grant price of some restricted shares granted for the first time in the 2021 restricted stock incentive plan, the proposal on the achievement of the attribution conditions in the first vesting period of the part granted for the first time in the 2021 restricted stock incentive plan, and the proposal on canceling the part of the second type of restricted shares granted but not yet vested, The board of Directors considers that the vesting conditions for the first vesting period of the first part of the company's restricted stock incentive plan in 2021 have been met, and agrees that the company shall handle relevant matters of lifting the restriction and vesting according to the authorization of the general meeting of shareholders, and adjust the vesting price of restricted stock according to the actual situation of the company's equity distribution and incentive objects in 2021, The restricted shares granted but not yet vested to the incentive objects that do not meet the incentive conditions shall be invalidated. The independent directors expressed independent opinions on relevant matters, and the board of supervisors verified the attribution list of the first vesting period of the first part of the first vesting period and issued verification opinions.
2、 Description of this adjustment
1. Reason for adjustment
On April 20, 2021, the company disclosed the announcement on the implementation of annual equity distribution in 2020, which distributed a cash dividend of RMB 2.5 (including tax) to all shareholders for every 10 shares. According to the measures for the administration of equity incentive of listed companies and the incentive plan of the company, the grant price of class II restricted shares granted for the first time shall be adjusted accordingly.
2. Adjustment method (1) according to the relevant provisions of the company's incentive plan, the adjustment method of the grant price of class II restricted shares is as follows:
(IV) dividend distribution
P＝P0-V
Where: P0 is the grant price before adjustment; V is the dividend per share; P is the adjusted grant price. After dividend adjustment, P must still be greater than 1.
According to the above formula, the first grant price after the adjustment of the incentive plan = 12-0.25 = 11.75 yuan / share.
This adjustment is within the scope of authorization of the company's first extraordinary general meeting of shareholders in 2021 and does not need to be submitted to the general meeting of shareholders for deliberation.
3、 Impact of this adjustment on the company
The company's adjustment of the first grant price of the restricted stock incentive plan in 2021 complies with the administrative measures for equity incentive of listed companies and other relevant laws and regulations and the relevant provisions of the incentive plan. This adjustment will not have a material impact on the company's financial position and operating results.
4、 Opinions of independent directors
The adjustment of the granting price of the first class II restricted shares granted under the restricted stock incentive plan in 2021 complies with the administrative measures for equity incentive of listed companies and other laws and regulations, as well as the relevant provisions of the company's incentive plan, and conforms to the actual situation of the company. This adjustment is within the scope of authorization of the general meeting of shareholders of the company, and the necessary procedures have been performed. The adjustment procedures are legal and compliant, and there is no damage to the interests of the company and shareholders. Therefore, we agree that the company will adjust the grant price of class II restricted shares for the first time.
5、 Opinions of the board of supervisors
The board of supervisors held that: the company implemented the equity distribution in 2020 in April 2021, and the board of directors adjusted the grant price of the first class II restricted shares granted by the company's restricted stock incentive plan in 2021 in accordance with the relevant provisions of the company's incentive plan and the authorization of the general meeting of shareholders, which was in line with the administrative measures for equity incentive of listed companies and the relevant provisions of the company's incentive plan, and the review procedure was legal and effective, It will not have a material impact on the company's financial status and operating results, nor will it damage the interests of the company and shareholders. Therefore, the board of supervisors agreed that the company would adjust the grant price for the first grant of class II restricted shares.
6、 Legal opinions issued by lawyers
In conclusion, our lawyers believe that:
1. The company's 2021 restricted stock incentive plan has obtained the necessary approval and authorization for the adjustment of the first grant price, the achievement of the attribution conditions in the first vesting period of the first grant, and the cancellation of some restricted stocks at this stage, which complies with the relevant laws and regulations such as the company law, the securities law, the administrative measures and the relevant provisions of the incentive plan (Draft);
2. The adjustment of the initial grant price of the company's restricted stock incentive plan in 2021 complies with the relevant provisions of the administrative measures and the incentive plan (Draft);
3. In the first vesting period of the restricted shares granted for the first time by the company's restricted stock incentive plan in 2021, the vesting conditions have been achieved, and the number of vesting objects, the granting price and other related matters comply with the relevant provisions of the administrative measures and the incentive plan (Draft);
4. The cancellation of some restricted shares granted but not yet vested by the company complies with the relevant provisions of the administrative measures and the incentive plan (Draft).
7、 Documents for future reference
1. Resolutions of the 20th meeting of the third board of directors of the company;
2. Resolutions of the 18th meeting of the third board of supervisors of the company;
3. Independent opinions of independent directors on matters related to the 20th meeting of the third board of directors;
4. The legal opinions of Beijing Tianyuan law firm on the adjustment of the first grant price of the Shenzhen Crastal Technology Co.Ltd(300824) 2021 restricted stock incentive plan, the achievement of the attribution conditions in the first vesting period and the cancellation of some restricted stocks issued by Beijing Tianyuan law firm.
It is hereby announced.
Shenzhen Crastal Technology Co.Ltd(300824) board of directors
March 24, 2022
