Securities code: Shenzhen Crastal Technology Co.Ltd(300824) securities abbreviation: Shenzhen Crastal Technology Co.Ltd(300824) Announcement No.: 2022018 Shenzhen Crastal Technology Co.Ltd(300824)
Announcement on the cancellation of part of the granted but not yet vested class II restricted shares
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 considered and adopted the proposal on Canceling Part of the granted class II restricted shares that have not yet been vested. In view of the fact that the three incentive objects of the company do not meet the incentive conditions due to personal reasons such as resignation, The board of directors agrees that the company will cancel 72000 class II restricted shares granted to the above three resignation incentive objects but not yet vested in accordance with the measures for the administration of equity incentive of listed companies and the company's restricted stock incentive plan for 2021 (Draft). The details are as follows:
1、 The company's 2021 restricted stock incentive plan has fulfilled the approval procedures
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、 Details of the cancellation of class II restricted shares this time
According to the provisions of the measures for the administration of equity incentive of listed companies and the company's 2021 restricted stock incentive plan (Draft), in view of the fact that the three incentive objects first granted class II restricted shares in the company's 2021 restricted stock incentive plan are no longer eligible for incentive due to personal reasons such as resignation, 72000 class II restricted shares granted but not yet vested shall not be vested and shall be invalidated by the company. The number of incentive objects of the second type of restricted shares granted for the first time was adjusted from 26 to 23, and the number of the second type of restricted shares granted for the first time was adjusted from 594000 shares to 522000 shares.
According to the authorization of the first extraordinary general meeting of the company in 2021 to the board of directors, the matters of class II restricted shares that have been granted but not yet vested in this cancellation need not be submitted to the general meeting of shareholders for deliberation.
3、 The impact of the cancelled part of the granted but not yet vested class II restricted shares on the company
The cancelled part of the second category of restricted shares granted but not yet vested by the company complies with the relevant provisions of the measures for the administration of equity incentive of listed companies and the company's restricted stock incentive plan (Draft) in 2021, which will not have a substantive impact on the company's financial status and operating results, and will not affect the normal implementation of the company's equity incentive plan.
4、 Opinions of independent directors
According to the provisions of the incentive plan, the restricted shares that are not vested in the first vesting period of the restricted stock incentive plan of the company in 2021 are cancelled by the company, which complies with the relevant provisions of the listing rules, administrative measures and the incentive plan of the company, and the decisions made have performed the necessary procedures.
Therefore, we unanimously agree that the company shall cancel the class II restricted shares that cannot be attributed.
5、 Opinions of the board of supervisors
The cancellation of restricted shares of the first vesting period of class II restricted shares granted for the first time by the company's restricted stock incentive plan in 2021 shall comply with the administrative measures for equity incentive of listed companies, incentive plan and other relevant provisions. Therefore, the board of supervisors agreed that the company would cancel the class II restricted shares that have been granted but not yet vested.
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
