Securities code: 002548 securities abbreviation: Shenzhen Kingsino Technology Co.Ltd(002548) Announcement No.: 2022-008 bond Code: 128036 bond abbreviation: Jinnong convertible bond
Shenzhen Kingsino Technology Co.Ltd(002548)
Announcement on the achievement of the conditions for lifting the restrictions in the first lifting period of the reserved grant part of the restricted stock incentive plan in 2020
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.
Special tips:
1. The company’s 2020 restricted stock incentive plan has reserved for granting some restricted shares. The conditions for lifting the restrictions have been met in the first lifting period. A total of 20 incentive objects meet the conditions for lifting the restrictions, and the number of restricted shares that can be lifted is 259972, accounting for 0.0376% of the current total share capital of the company;
2. The lifting of the restrictions on the sale of restricted shares still needs to go through the procedures for lifting the restrictions in relevant departments. The company will issue relevant prompt announcements before listing and circulation. Please pay attention to the investors.
Shenzhen Kingsino Technology Co.Ltd(002548) (hereinafter referred to as “the company”), the 22nd (Interim) meeting of the 5th board of directors and the 20th (Interim) meeting of the 5th board of supervisors held on January 10, 2022, deliberated and adopted the proposal on the achievement of lifting the restrictions in the first lifting period of the reserved grant part of the restricted stock incentive plan in 2020. The specific contents are hereby announced as follows:
1、 Basic information of this equity incentive plan
1. On February 28, 2020, The 48th (Interim) meeting of the 4th board of directors held by the company considered and adopted the proposal on and its summary, the proposal on , and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, Independent directors have expressed their independent opinions on the incentive plan.
2. On February 28, 2020, The 36th (Interim) meeting of the 4th board of supervisors held by the company deliberated and adopted the proposal on and its summary, the proposal on , and In the proposal on verifying the list of incentive objects granted for the first time in the company’s 2020 restricted stock incentive plan, the board of supervisors issued review opinions on the list of incentive objects granted for the first time and agreed to implement the incentive plan.
3. On February 29, 2020, the company posted on its official website（ http://www.kingsino.cn. ）And the internal OA system issued the publicity of the list of incentive objects granted by the 2020 restricted stock incentive plan to publicize the names and positions of the incentive objects for 10 days from February 29, 2020 to March 9, 2020. At the expiration of the publicity period, the board of supervisors of the company has not received any objection from any person or organization to the proposed incentive object. After the expiration of the publicity period, the board of supervisors of the company checked the list of incentive objects of the incentive plan in combination with the publicity, and disclosed the explanation and verification opinions of the board of supervisors on the publicity of the list of incentive objects granted for the first time by the 2020 restricted stock incentive plan on March 12, 2020.
4. On March 16, 2020, the company held the second extraordinary general meeting of shareholders in 2020, The proposal on < Shenzhen Kingsino Technology Co.Ltd(002548) 2020 restricted stock incentive plan (Draft) and its summary, the proposal on < Shenzhen Kingsino Technology Co.Ltd(002548) 2020 restricted stock incentive plan implementation assessment management measures, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive were reviewed and approved, The company also disclosed the self inspection report on the trading of the company's shares by insiders of the 2020 restricted stock incentive plan. The company conducted a self inspection on the trading of the company's shares by insiders within 6 months before the announcement of the company's incentive plan, No insider was found to have used the insider information related to this incentive plan for stock trading.
5. On May 15, 2020, the 54th (Interim) meeting of the 4th board of directors and the 41st (Interim) meeting of the 4th board of supervisors held by the company considered and adopted the proposal on adjusting the list and number of incentive objects granted for the first time under the 2020 restricted stock incentive plan and the proposal on granting restricted stocks to incentive objects for the first time, It is agreed to grant 12.79 million restricted shares to 147 incentive objects for the first time with May 15, 2020 as the grant date, and the grant price is 3.86 yuan / share. The independent directors of the company gave their independent opinions, and the board of supervisors verified the list of incentive objects granted with restricted shares and gave their opinions.
6. On June 2, 2020, the company disclosed the announcement on the completion of the registration of the first grant of restricted shares to incentive objects. The listing date of the first grant of restricted shares is June 1, 2020.
7. On October 25, 2020, the fifth (Interim) meeting of the Fifth Board of directors and the fifth (Interim) meeting of the Fifth Board of supervisors held by the company deliberated and adopted the proposal on granting reserved restricted shares to incentive objects and the proposal on adjusting the grant price of the reserved part of the 2020 restricted stock incentive plan, It is agreed to grant 759932 reserved restricted shares to 23 incentive objects on October 30, 2020, with the grant price of 2.96 yuan / share. The board of directors has verified the list of independent incentive objects of the company and agreed to express opinions on the restriction of stock granted by the company.
8. On November 20, 2020, the company disclosed the announcement on the completion of registration of granting reserved restricted shares to incentive objects. The listing date of reserved restricted shares is November 19, 2020.
9. On January 29, 2021, The 7th (Interim) meeting of the 5th board of directors and the 7th (Interim) meeting of the 5th board of supervisors held by the company deliberated and adopted the proposal on adjusting the repurchase price and repurchase quantity of restricted shares granted for the first time in the 2020 restricted stock incentive plan and the proposal on repurchase and cancellation of 2020 restricted shares granted to some incentive objects but not unlocked, In view of the voluntary resignation of Wei Hong, Wu Chengcai and Dai Liang, the incentive objects granted for the first time, according to the relevant provisions of the company’s 2020 restricted stock incentive plan, the above personnel do not meet the incentive conditions.
The company agrees to repurchase and cancel 364000 restricted shares that have been granted but not yet lifted held by the above three resigned incentive objects, and adjust the repurchase price of the first grant of restricted shares to 2.9538 yuan / share. The independent directors of the company agreed. The above repurchase cancellation matters shall be submitted to the second extraordinary general meeting of shareholders of the company in 2021 for deliberation.
10. On March 2, 2021, the second extraordinary general meeting of shareholders in 2021 held by the company considered and approved the proposal on repurchase and cancellation of 2020 restricted shares granted to some incentive objects but not unlocked, and disclosed the announcement on capital reduction on repurchase and cancellation of some restricted shares.
11. On May 28, 2021, the company disclosed the announcement on the completion of the repurchase and cancellation of some restricted shares and the announcement on the non adjustment of the price of Jinnong convertible bonds and shares for the repurchase and cancellation of some restricted shares. 12. On May 28, 2021, the 10th (Interim) meeting of the 5th board of directors and the 10th (Interim) meeting of the 5th board of supervisors held by the company deliberated and adopted the proposal on the achievement of lifting the restrictions during the first lifting period of restricted shares granted by the restricted stock incentive plan in 2020. The board of Directors believes that the conditions for lifting the restrictions on sales in the first period of lifting the restrictions on sales of the company’s 2020 restricted stock incentive plan have been achieved, and the 143 incentive objects’ qualifications for lifting the restrictions are legal and valid, meeting the first conditions for lifting the restrictions on sales specified in the company’s 2020 restricted stock incentive plan and the measures for the administration of the implementation and assessment of 2020 restricted stock incentive plan, It is agreed that the company will handle the procedures for the release of 6484400 restricted shares in the first release period for 143 incentive objects. The board of supervisors of the company issued relevant verification opinions. The independent directors of the company issued independent opinions and the lawyers issued legal opinions.
On the same day, the meeting deliberated and adopted the proposal on adjusting the repurchase price of restricted shares in the 2020 restricted stock incentive plan and the proposal on repurchase and cancellation of 2020 restricted shares granted but not unlocked to some incentive objects, It is agreed to adjust the repurchase price of restricted shares granted for the first time in the company’s 2020 restricted stock incentive plan from 2.9538 yuan / share to 2.9238 yuan / share, and the repurchase price of reserved restricted shares granted from 2.96 yuan / share to 2.93 yuan / share. In view of the voluntary resignation of Liu Huiqiang, the incentive object granted for the first time, according to the relevant provisions of the incentive plan, the above personnel do not meet the incentive conditions. The company agrees to repurchase and cancel 52000 shares of restricted shares that have been granted but not yet lifted held by resigned incentive objects, and the repurchase price is 2.9238 yuan / share. The independent directors and the board of supervisors of the company agreed with this. The above repurchase cancellation matters shall be submitted to the general meeting of shareholders of the company for deliberation.
13. On June 8, 2021, the company disclosed the suggestive announcement on the listing and circulation of the shares released during the first release period of the restricted stock incentive plan in 2020. The listing and circulation date of the shares released during the first release period of the restricted stock incentive plan for the first time is June 10, 2021.
14. On July 21, 2021, the third extraordinary general meeting of shareholders in 2021 held by the company considered and approved the proposal on repurchase and cancellation of 2020 restricted shares granted to some incentive objects but not unlocked, and disclosed the announcement on capital reduction on repurchase and cancellation of some restricted shares.
15. On January 10, 2022, The 22nd (Interim) meeting of the 5th board of directors and the 20th (Interim) meeting of the 5th board of supervisors held by the company considered and adopted the proposal on repurchase and cancellation of 2020 restricted shares granted but not unlocked to some incentive objects The board of supervisors of the company issued verification opinions, independent directors issued independent opinions and lawyers issued legal opinions on the proposal on the achievement of the first lifting of restrictions in the first lifting period of the reserved grant part of the restricted stock incentive plan in 2020. The cancellation of this repurchase still needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Description of the first release period of the reserved grant part of the company’s 2020 restricted stock incentive plan meeting the conditions for the release of restrictions
(I) explanation on the expiration of the first release period of the reserved grant part of the restricted stock incentive plan in 2020
According to the relevant provisions of the Shenzhen Kingsino Technology Co.Ltd(002548) 2020 restricted stock incentive plan (hereinafter referred to as the “incentive plan”), the restricted shares reserved for grant in the 2020 restricted stock incentive plan shall be lifted in three phases after 12 months from the date of completion of the reserved grant, and the proportion of lifting the restrictions in each phase shall be 40%, 30% and 30% respectively.
The arrangement for the release of restricted shares reserved for grant is shown in the table below:
The proportion of sales restrictions lifted during the lifting of sales restrictions
12 months after the completion date of the reserved grant of some restricted shares
From the first trading day of the first lifting of the restriction period to 40% of the reserved restricted shares granted
Ending on the last trading day within 24 months from the completion date
24 months after the completion date of the reserved grant of some restricted shares
From the first trading day of the second release period to 30% of the reserved restricted shares granted
On the last trading day within 36 months from the opening date
36 months after the completion date of the reserved grant of some restricted shares
From the first trading day of the third release period to 30% of the reserved restricted shares granted
The last trading day within 48 months from the completion date
The restricted shares reserved and granted in the company’s 2020 restricted stock incentive plan were listed and circulated on November 19, 2020. The first restricted sale period of the restricted shares reserved and granted in this incentive plan expired on November 19, 2021.
(II) description of the achievement of the conditions for the first lifting of the sales restriction period
Description of whether the conditions for lifting the restrictions are met
(I) the company is not under any of the following circumstances: 1. The financial and accounting report of the latest fiscal year has been issued with a negative opinion or an audit report that cannot express an opinion by a certified public accountant; 2. The internal control of the financial report of the most recent fiscal year was negatively commented by the certified public accountant, and the company did not have the above circumstances or could not express an opinion; Shape, meet the lifting of restrictions
