Securities code: Jiangsu Jiejie Microelectronics Co.Ltd(300623) securities abbreviation: Jiangsu Jiejie Microelectronics Co.Ltd(300623) Announcement No.: 2022032 securities code: 123115 securities abbreviation: jiejie convertible bonds
Jiangsu Jiejie Microelectronics Co.Ltd(300623)
About 2020 restricted stock incentive plan
Announcement on the achievement of the conditions for lifting the restrictions in the first lifting period
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. Jiangsu Jiejie Microelectronics Co.Ltd(300623) (hereinafter referred to as “the company”) the first lifting period of the restricted stock incentive plan in 2020 (hereinafter referred to as “the incentive plan”) and the conditions for lifting the restrictions have been achieved. A total of 187 incentive objects meet the conditions for lifting the restrictions, and the number of restricted shares that can be lifted is 1068750, accounting for 0.15% of the total share capital of the company.
2. The lifting of the restrictions on sales still needs to apply to the relevant institutions for handling the relevant procedures, and the relevant matters will be announced separately at that time. Please pay attention to the investors.
On April 19, 2022, Jiangsu Jiejie Microelectronics Co.Ltd(300623) (hereinafter referred to as “the company” and ” Jiangsu Jiejie Microelectronics Co.Ltd(300623) “) held the 21st Meeting of the 4th board of directors and the 20th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the achievement of removing the restrictions during the first lifting period of the restricted stock incentive plan in 2020. Relevant matters are hereby announced as follows:
1、 Relevant approval procedures for 2020 restricted stock incentive plan
1. On September 30, 2020, the company held the second meeting of the Fourth Board of directors, which deliberated and approved the proposals on Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2020 restricted stock incentive plan (Draft) and its abstract, and 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 Fourth Board of supervisors, deliberated and approved proposals such as Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2020 restricted stock incentive plan (Draft) and its summary, and on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. From October 1, 2020 to October 14, 2020, the company publicized the names and positions of the incentive objects proposed in the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection to the list of proposed incentive objects, and there was no feedback record. On October 15, 2020, the board of supervisors of the company disclosed the review opinions and publicity statement of the board of supervisors on the equity incentive objects of the company’s 2020 restricted stock incentive plan.
3. On October 19, 2020, the company held the fifth extraordinary general meeting of shareholders in 2020, deliberated and passed the proposals on Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2020 restricted stock incentive plan (Draft) and its abstract, and on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. On October 20, 2020, the company posted on cninfo (www.cn. Info. Com. CN.) Disclose the self inspection report on the trading of the company’s shares by insiders and incentive objects of the 2020 restricted stock incentive plan.
4. On December 1, 2020, the company held the fourth meeting of the Fourth Board of directors and the fourth meeting of the Fourth Board of supervisors, deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time in the 2020 restricted stock incentive plan and the proposal on the company granting restricted shares to incentive objects in the 2020 restricted stock incentive plan for the first time. The independent directors of the company expressed independent opinions on the proposal and believed that the granting conditions had been met, the subject qualification of the incentive object was legal and effective, and the determined granting date met the relevant provisions. The board of supervisors verified the list of incentive objects on the grant date, issued verification opinions, and agreed with the list of incentive objects granted by the company in this incentive plan.
5. On December 8, 2020, the company disclosed the announcement of Jiangsu Jiejie Microelectronics Co.Ltd(300623) on the completion of the registration of the grant of restricted shares on cninfo.com, and the company completed the first registration of the grant of class I restricted shares under the 2020 restricted stock incentive plan. The grant price of this restricted stock is 18.18 yuan / share, the grant date is December 1, 2020, and the listing date of this restricted stock is December 11, 2020.
6. On March 19, 2021, the company held the sixth meeting of the Fourth Board of directors, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not yet lifted, and agreed that the company would repurchase and cancel 4000 restricted shares granted to one incentive object but not yet unlocked. The independent directors of the company expressed their independent opinions on this.
7. On April 12, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted, and agreed that the board of directors would repurchase and cancel 4000 shares of restricted shares granted to one incentive object but not lifted. After examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the cancellation of some restricted stock repurchase of the company has been completed on April 20, 2021.
8. On May 10, 2021, the company held the 8th meeting of the 4th board of directors and the 8th meeting of the 4th board of supervisors, deliberated and adopted the proposal on adjusting the number and price of rights and interests granted for the first time under the 2020 restricted stock incentive plan. In accordance with the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2020 restricted stock incentive plan (hereinafter referred to as the “incentive plan”) and other relevant provisions and the authorization of the company’s fifth extraordinary general meeting in 2020, the board of directors agreed that the company would adjust the number and price of restricted stock rights and interests granted for the first time in the 2020 restricted stock incentive plan accordingly. After this adjustment, the number of restricted shares granted for the first time by the restricted stock incentive plan in 2020 is 3926250 shares, and the grant price is 120133 yuan / share.
9. On July 30, 2021, the company held the 11th meeting of the 4th board of directors and the 11th meeting of the 4th board of supervisors, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not yet lifted, and agreed to repurchase and cancel 23250 restricted shares granted to two incentive objects but not yet unlocked.
The independent directors of the company expressed their independent opinions on this.
10. On August 16, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted, and agreed that the board of directors would repurchase and cancel 23250 restricted shares granted to two incentive objects but not lifted. The company has published capital reduction announcements in the securities times, China Securities Journal and cninfo.com, and has not received any request from creditors for guarantee or early repayment of debts within 45 days from the date of the announcement. After examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the cancellation of some restricted stock repurchase of the company has been completed on October 22, 2021.
11. On August 24, 2021, the company held the 13th meeting of the 4th board of directors and the 13th meeting of the 4th board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, and determined that August 24, 2021 was the reserved grant date, and 237000 class I restricted shares were granted to 22 incentive objects who met the grant conditions at the grant price of 17.15 yuan / share. The independent directors of the company expressed independent opinions on this and believed that the subject qualification of incentive objects was legal and effective, and the determined grant date met relevant regulations. The board of supervisors of the company verified the list of incentive objects reserved for grant this time.
12. On September 14, 2021, the company disclosed Jiangsu Jiejie Microelectronics Co.Ltd(300623) the announcement on the completion of the grant registration of the reserved part of the 2020 restricted stock incentive plan on cninfo.com, and the company completed the grant registration of the reserved part of the 2020 restricted stock incentive plan. The grant price of this restricted stock is 17.15 yuan / share, the grant date is August 24, 2021, and the listing date of this restricted stock is September 16, 2021.
13. On January 10, 2022, the company held the 19th meeting of the 4th board of directors and the 18th meeting of the 4th board of supervisors, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not yet lifted, and agreed to repurchase and cancel 43500 restricted shares granted to one incentive object but not yet unlocked. The independent directors of the company expressed their independent opinions on this.
14. On January 26, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted, and agreed that the board of directors would repurchase and cancel 43500 restricted shares granted to one incentive object but not lifted. The company has published capital reduction announcements in the securities times, China Securities Journal and cninfo.com, and has not received any request from creditors for guarantee or early repayment of debts within 45 days from the date of the announcement. The company will handle the repurchase and cancellation of the above restricted shares in the near future.
15. On February 10, 2022, the company held the 20th meeting of the 4th board of directors and the 19th meeting of the 4th board of supervisors, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some equity incentive objects but not yet lifted, and agreed to repurchase and cancel 13500 restricted shares granted to two incentive objects but not yet unlocked. The independent directors of the company expressed their independent opinions on this.
16. On February 28, 2022, the company held the second extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on repurchasing and cancelling the restricted shares granted to some equity incentive objects but not yet lifted the restrictions, and agreed that the board of directors would repurchase and cancel 13500 restricted shares granted to two incentive objects but not lifted the restrictions. The company has published capital reduction announcements in the securities times, China Securities Journal and cninfo.com, and has not received any request from creditors for guarantee or early repayment of debts within 45 days from the date of the announcement. The company will handle the repurchase and cancellation of the above restricted shares in the near future.
2、 Description of the achievement of the conditions for lifting the restrictions in the first lifting period of the incentive plan
According to the provisions on the conditions for the release of restricted shares in the Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2020 restricted stock incentive plan, the restricted shares granted to the incentive object shall meet the following conditions at the same time: (I) description of the expiration of the first restricted period of the incentive plan
According to the relevant provisions in “Chapter V specific contents of restricted stock incentive plan” of Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2020 restricted stock incentive plan (hereinafter referred to as the “incentive plan”):
The sales restriction period of restricted shares granted by the incentive plan is 12 months, 24 months and 36 months respectively from the date of completion of registration. The release period of restricted shares granted by the incentive plan for the first time and the release schedule of each period are shown in the table below:
(1) For the 393000 restricted shares granted to the sealing and testing division (including 21 incentive objects including Yan Changchun, deputy general manager of the company), the restrictions on sales are lifted as follows:
The number of sales restrictions that can be lifted accounts for the time of lifting restrictions in the period of lifting restrictions
Proportion of shares
After 12 months from the date of completion of the first grant registration
0% from the first trading day of the first release period to the completion of the first grant registration
Ending on the last trading day within 24 months from
After 24 months from the date of completion of the first grant registration
50% from the first trading day of the second release period to the completion of the first grant registration
Ending on the last trading day within 36 months from
36 months after the completion of the first grant registration
50% from the first trading day of the third release period to the completion of the first grant registration
Ending on the last trading day within 48 months from
(2) For the 4.856 million restricted shares granted by all incentive objects except the sealed test division, the arrangements for lifting the restriction are as follows:
The number of sales restrictions that can be lifted accounts for the time of lifting restrictions in the period of lifting restrictions
Proportion of shares
