Securities code: Espressif Systems (Shanghai) Co.Ltd(688018) securities abbreviation: Espressif Systems (Shanghai) Co.Ltd(688018) Announcement No.: 2022019 Lexin information technology (Shanghai) Co., Ltd
Announcement on granting restricted shares to incentive objects for the first time
The company and all members of the board of directors 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:
First grant date of restricted shares: March 31, 2022
Number of restricted shares granted for the first time: 1338168 shares, accounting for 1.6694% of the current total share capital of 80158963 shares
Equity incentive method: the second type of restricted stock
The conditions for granting restricted shares in 2022 stipulated in the 2022 restricted stock incentive plan (hereinafter referred to as the “incentive plan (Draft)” or “this incentive plan”) of Lexin information technology (Shanghai) Co., Ltd. (hereinafter referred to as the “company”) have been completed. According to the authorization of the 2021 annual general meeting of shareholders of Lexin information technology (Shanghai) Co., Ltd, At the third meeting of the second board of directors and the third meeting of the second board of supervisors held on March 31, 2022, the company deliberated and adopted the proposal on the first grant of restricted shares to incentive objects, determined March 31, 2022 as the first grant date, and granted 1338168 restricted shares to 212 incentive objects at the grant price of 120 yuan / share. The relevant matters are explained as follows:
1、 Restricted stock grants
(I) decision-making procedures and information disclosure performed in this restricted stock grant
1. On March 10, 2022, the company held the second meeting of the second board of directors, which deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan.
On the same day, the company held the second meeting of the second session of the board of supervisors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022, and the proposal on verifying the list of incentive objects of the company’s restricted stock incentive plan in 2022, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. From March 11, 2022 to March 23, 2022, the company publicized the names and positions of the objects to be encouraged in the incentive plan within the company. The board of supervisors did not receive any objection related to the incentive plan during the publicity period. On March 24, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the review opinions and publicity statement of the board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2022 (Announcement No.: 2022013).
3. On March 31, 2022, the company held the 2021 annual general meeting of shareholders, deliberated and passed the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of 2022 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. On April 1, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclose the self inspection report on the trading of company shares by insiders with inside information of the company’s restricted stock incentive plan in 2022 (Announcement No.: 2022016).
4. On March 31, 2022, the company held the third meeting of the second board of directors and the third meeting of the second board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. On the date of granting the independent director’s qualification, the company considers that the relevant conditions for granting the independent director’s qualification have been met, and the relevant conditions for granting the independent director’s qualification have been determined. The board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
(II) differences between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders
The content of this grant is consistent with the relevant content of the incentive plan approved by the company’s 2021 annual general meeting of shareholders.
(III) 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 grant meets the conditions
According to the provisions of 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 The financial and accounting 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;
② The internal control of the financial report of the latest 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, 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 an inappropriate candidate by the stock exchange within the last 12 months;
② In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
③ Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures 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 the 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 granting conditions of the incentive plan have been met.
2. Relevant explanations of the board of supervisors on whether the grant meets the conditions
(1) The company is not prohibited to implement 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 granted for the first time in this incentive plan have the qualifications specified in the company law of the people’s Republic of China and other laws, regulations and normative documents, meet the incentive object conditions specified in the measures for the administration of equity incentive of listed companies and the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, and meet the scope of incentive objects specified in the incentive plan (Draft) and its abstract of the company, Its subject qualification as the incentive object of the company’s restricted stock incentive plan in 2022 is legal and effective.
(2) The company determines that the first 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) and its abstract.
Therefore, the board of supervisors agrees that the first grant date of the incentive plan of the company is March 31, 2022, and the same
It is intended to grant 1338168 restricted shares to 212 incentive objects at the grant price of 120 yuan / share.
3. Relevant explanations of independent directors on whether the grant meets the conditions
(1) According to the authorization of the company’s 2021 annual general meeting of shareholders, the board of directors determined that the first grant date of the incentive plan of the company is March 31, 2022, 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 incentive plan (Draft) of the company.
(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 incentive objects that the company determines to grant restricted shares for the first time comply with the relevant laws and regulations and the provisions on the qualification of the incentive plan in the articles of association, meet the incentive object conditions specified in the measures for the administration of equity incentive of listed companies, and meet the scope of incentive objects specified in the incentive plan (Draft), As the subject qualification of the incentive object first granted by the company’s restricted stock incentive plan in 2022, it is legal and effective.
(4) The company’s implementation of this incentive plan is conducive to further improve the corporate governance structure, establish and improve the company’s incentive and restraint mechanism, enhance the company’s management team, technical backbone and business backbone’s sense of responsibility and mission for 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 first grant date of the company’s incentive plan is March 31, 2022, and 1338168 restricted shares are granted to 212 incentive objects at the grant price of 120 yuan / share.
(IV) specific conditions of the first grant
1. Grant date: March 31, 2022.
2. Number of grants: 1338168 shares, accounting for 1.6694% of the current total share capital of 80158963 shares. 3. Number of grants: 212
4. Grant price: 120 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 this incentive plan shall be no more than 72 months from the date of the first 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 object meets the corresponding vesting conditions. Among them, the restricted shares obtained by directors and senior managers shall not be vested in 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 should disclose in accordance with the provisions of the Listing Rules of science and Innovation Board of Shanghai Stock Exchange (revised in December 2020).
According to the different post salary structure, the incentive objects in this plan are divided into three categories: 15 incentive objects in the first category, 195 incentive objects in the second category and 2 incentive objects in the third category. The company has set different ownership arrangements for the three types of incentive objects, as follows:
The ownership proportion of each batch of restricted shares granted for the first time by the incentive plan is as follows:
The first type of incentive object
Vesting arrangement vesting time the proportion of the number of vested interests in the total amount of interests granted for the first time
The restrictive of the first grant shall be from the first trading day after 12 months from the date of the first grant to the first 50%
The last trading day within 24 months from the date of grant of the first vesting period
The restrictive of the first grant shall be from the first trading day after 24 months from the date of the first grant to the first 50%
The last trading day within 36 months from the date of grant of the second vesting period
The second type of incentive object
Vesting arrangement vesting time the proportion of the number of vested interests in the total amount of interests granted for the first time
The restrictive of the first grant shall be from the first trading day after 12 months from the date of the first grant to the first 10%
The last trading day within 24 months from the date of grant of the first vesting period
The restrictive of the first grant shall be from the first trading day after 24 months from the date of the first grant to the first 20%
The last trading day within 36 months from the date of grant of the second vesting period
The restrictive of the first grant shall be from the first trading day after 36 months from the date of the first grant to the first 30%
The last trading day within 48 months from the date of grant of the third vesting period
The restrictive of the first grant is from the first trading day after 48 months from the date of the first grant to the first 40%
The last trading day within 60 months from the date of grant of the fourth vesting period
The third type of incentive object
Vesting arrangement vesting time the number of vested interests accounts for the first time
Proportion of total equity granted
The restrictive nature of the first grant is from the date of the first grant 1
