Securities code: Nanya New Material Technology Co.Ltd(688519) securities abbreviation: Nanya New Material Technology Co.Ltd(688519) Announcement No.: 2022026
Nanya New Material Technology Co.Ltd(688519)
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 grant date of restricted shares: April 14, 2022;
Number of restricted shares reserved for Grant: 450000 shares, accounting for about 0.19% of the current total share capital of the company of 234.4 million shares;
Equity incentive: the second type of restricted stock.
Nanya New Material Technology Co.Ltd(688519) (hereinafter referred to as “the company”) the conditions for granting the reserved part of 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 “this incentive plan”) have been fulfilled. According to the authorization of the company’s third extraordinary general meeting in 2021, the company held the 13th meeting of the second board of directors and the 13th meeting of the second board of supervisors on April 14, 2022, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, and determined that the reserved granting date of the company’s incentive plan is April 14, 2022, Grant 450000 restricted shares to 10 incentive objects who meet the grant conditions at the grant price of 16.40 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 April 2, 2021, the company held the fifth meeting of the second board of directors and the fifth meeting of the second board of supervisors, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 restricted stock incentive plan were reviewed and approved. The independent directors of the company have expressed their independent opinions on the matters related to the incentive plan, and the board of supervisors of the company has verified the matters related to the incentive plan and issued relevant verification opinions. The above-mentioned related matters were posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 6, 2021 Disclosed.
2. On April 6, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement on public solicitation of entrusted voting rights by independent directors (Announcement No.: 2021017) was disclosed. According to the entrustment of other independent directors of the company, Mr. Zhu Wei, the independent director, as the collector, solicited voting rights from all shareholders of the company on the relevant proposals of the incentive plan considered at the third extraordinary general meeting of shareholders in 2021.
3. From April 6, 2021 to April 15, 2021, the company publicized the list of proposed incentive objects of this 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 and posted it on the website of Shanghai Stock Exchange (WW. SSE. Com. CN.) on April 16, 2021 Disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2021 (Announcement No.: 2021020).
4. On April 21, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on the “2021 restricted stock incentive plan (Draft)” and its summary “,” the proposal on the measures for the implementation and assessment of the company’s “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 the 2021 restricted stock incentive plan, It was posted on the website of Shanghai Stock Exchange (WW. SSE. Com. CN.) on April 22, 2021 Disclosed the announcement of the resolution of the third extraordinary general meeting of shareholders in Nanya New Material Technology Co.Ltd(688519) 2021 (Announcement No.: 2021021) and the self inspection report of Nanya New Material Technology Co.Ltd(688519) on the trading of shares by insiders of the company’s restricted stock incentive plan in 2021 (Announcement No.: 2021022).
5. On May 12, 2021, the company held the seventh meeting of the second board of directors and the seventh meeting of the second board of supervisors, and deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed their independent opinions on relevant matters, and believed that the conditions for the first grant of the incentive plan had been achieved, the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions. The board of supervisors of the company verified the list of incentive objects granted for the first time in the incentive plan and issued verification opinions.
6. On April 14, 2022, the 13th meeting of the second board of directors and the 13th meeting of the second board of supervisors held by the company deliberated and adopted the proposal on granting reserved restricted shares to incentive objects. The independent directors of the company expressed their independent opinions on the matters related to the incentive plan, and the board of supervisors of the company verified the matters related to the incentive plan and issued relevant verification opinions. The above-mentioned related matters were posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 15, 2022 Disclosed.
(II) the difference between the reserved restricted stock grant and the equity incentive plan approved by the general meeting of shareholders
Other contents of the restricted stock incentive plan implemented this time are consistent with the contents of the 2021 restricted stock incentive plan (Draft) deliberated and approved by the third extraordinary general meeting of the company in 2021.
(III) explanation of the board of directors on meeting the grant conditions, and clear opinions issued by the board of supervisors and independent directors
1. Relevant explanations of the board of directors on whether the reserved grant meets the conditions
According to the provisions of the grant conditions in the incentive plan, 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 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 this incentive plan have been met. Therefore, the board of directors agreed to grant 450000 restricted shares to 10 eligible incentive objects with April 14, 2022 as the reserved grant date.
2. Relevant explanations of the board of supervisors on whether the reserved grant meets the conditions
(1) The company is not prohibited to implement the equity incentive plan in accordance with the administrative measures for equity incentive of listed companies and other laws, regulations and normative documents. The company has the subject qualification to implement the equity incentive plan. The incentive objects reserved and granted in this 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 science and innovation board, It complies with the scope of incentive objects specified in the company’s 2021 restricted stock incentive plan (Draft) and its summary, and its subject qualification as part of the incentive objects reserved and granted by the company’s 2021 restricted stock incentive plan is legal and effective.
(2) The company determines that the reserved grant date of this incentive plan complies with the relevant provisions on the grant date in the administrative measures for equity incentive of listed companies and the company’s restricted stock incentive plan (Draft) for 2021 and its abstract. Therefore, the board of supervisors agreed to grant 450000 restricted shares to 10 eligible incentive objects with April 14, 2022 as the reserved grant date.
3. Relevant explanations of independent directors on whether the grant meets the conditions
(1) According to the authorization of the company’s third extraordinary general meeting in 2021, the board of directors determined that the reserved grant date of the company’s incentive plan is April 14, 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 company’s incentive plan;
(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 reserved for granting some restricted shares determined by the company comply with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association on the relevant qualifications of the incentive plan, meet the conditions of incentive objects 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 of the company, As the subject qualification reserved for granting some incentive objects in the company’s restricted stock incentive plan in 2021, 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 employees’ sense of responsibility and mission to realize 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;
To sum up, the independent directors believe that some of the reserved grant conditions of the company’s incentive plan have been met, unanimously agree that the reserved grant date of the company’s incentive plan is April 14, 2022, and agree to grant 450000 restricted shares to 10 eligible incentive objects at the grant price of 16.40 yuan / share.
(IV) specific conditions of reserved and granted restricted shares
1. Grant date: April 14, 2022;
2. Number of shares granted: 450000 shares, accounting for 0.19% of the total share capital of the company;
3. Number of persons granted: 10;
4. Grant price: 16.40 yuan / share
According to the company’s 2021 restricted stock incentive plan (Draft), the grant price of some reserved restricted shares shall not be lower than the par value of the company’s shares, and not lower than the higher of the following prices:
(1) 50% of the average trading price of the company’s shares on the trading day before the announcement of the decision of the board of directors to grant some restricted shares;
(2) Reserve 50% of the average trading price of the company’s shares 20 trading days, 60 trading days or 120 trading days before the announcement of the resolution of the board of directors.
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 48 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 shall be vested in several times according to the agreed proportion after the incentive object meets the corresponding vesting conditions. If the incentive object is a director or senior manager at the time of vesting, the obtained restricted shares shall not be vested in the following periods:
① Within 30 days before the announcement of the annual report and semi annual report of a listed company, 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 quarterly report, performance forecast and performance express of the listed company;
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 the date of 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 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 this incentive plan are as follows:
The proportion of the number of vested rights and interests in the total amount of granted rights and interests
From the first trading day after 12 months from the date of reservation grant
50% of the last transaction within 24 months from the first vesting period to the date of reserved grant
End of the day
From the first trading day after 24 months from the date of reservation grant
50% of the last transaction within 36 months from the second vesting period to the date of reserved grant
End of the day
The restricted shares granted to the incentive object under the incentive plan shall not be used until they are vested
