Securities code: 300623 securities abbreviation: Jiangsu Jiejie Microelectronics Co.Ltd(300623) Announcement No.: 2022-005 securities code: 123115 securities abbreviation: jiejie convertible bonds
Jiangsu Jiejie Microelectronics Co.Ltd(300623)
With regard to repurchase cancellation, some incentive objects have been granted but the sales restriction has not been lifted
Announcement of 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.
Jiangsu Jiejie Microelectronics Co.Ltd(300623) (hereinafter referred to as “the company”) convened the 19th meeting of the Fourth Board of directors on January 10, 2022, deliberated and adopted the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted. The specific contents are hereby announced as follows:
1、 Decision making procedures and information disclosure performed
1. On September 30, 2020, the company held the second meeting of the Fourth Board of directors, which deliberated and adopted proposals such as 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 independent directors of the company have 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 adopted proposals such as 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 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 proposed incentive objects of 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 adopted proposals such as and its summary, 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 adopted 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 Proposal on the company granting restricted shares to the incentive objects of the 2020 restricted stock incentive plan for the first time. The independent directors of the company expressed their independent opinions on the proposal and believed that the grant conditions had been met, the subject qualification of the incentive object was legal and effective, and the determined grant 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 restricted stock grant registration on cninfo.com, and the company completed the first grant registration of class I restricted stock in 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 6th meeting of the 4th 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.
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 restricted shares granted to one incentive object but not lifted. After examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the cancellation of some restricted stock repurchase of the company has been completed on April 20, 2021.
8. The fourth session of the eighth board of directors held on May 2021 considered and adopted the proposal on the adjustment of the number of shares granted and restricted rights and interests in 2020. 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 agrees that the company will adjust the number and price of restricted stock rights and interests granted for the first time in 2020 under the restricted stock incentive plan. 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 12.0133 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.
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 to provide guarantee or pay off debts in advance within 45 days from the date of the announcement. After examination and confirmation by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the company completed the cancellation of some restricted stock repurchase 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 August 24, 2021 as the date of granting reserved shares, At the grant price of 17.15 yuan / share, 237000 class I restricted shares were granted to 22 incentive objects who met the grant conditions. The independent directors of the company expressed their 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 the announcement of Jiangsu Jiejie Microelectronics Co.Ltd(300623) 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.
2、 The reason, quantity and price of some restricted shares cancelled in this repurchase and the source of repurchase funds 1. The reason for cancellation of this repurchase
According to the Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2020 restricted stock incentive plan and other relevant provisions: “If the incentive object leaves the company, including voluntary resignation, resignation due to layoffs of the company, no renewal of the contract at the expiration of the contract, dismissal by the company due to personal fault, the restricted shares granted to the incentive object but not yet lifted from the date of resignation shall not be lifted, and the company shall repurchase and cancel them according to the repurchase price.”. Since one incentive object in the company’s 2020 restricted stock incentive plan has resigned, so it no longer has the qualification of incentive object, the company will repurchase and cancel the restricted shares granted to the above personnel but not lifted.
2. Quantity and price of this repurchase cancellation
(1) Write off quantity
Since the proposal on adjusting the number and price of rights and interests first granted under the 2020 restricted stock incentive plan was deliberated and adopted at the 8th meeting of the 4th board of directors and the 8th meeting of the 4th board of supervisors to the disclosure date of this announcement, the company has not changed its capital reserve into share capital, distributed stock dividends, split shares, reduced shares, allotted shares or issued additional shares, Therefore, the write off quantity does not need to be adjusted again.
The number of cancelled shares was 43500.
(2) Write off price
Since the proposal on adjusting the number and price of rights and interests first granted under the 2020 restricted stock incentive plan was deliberated and adopted at the 8th meeting of the 4th board of directors and the 8th meeting of the 4th board of supervisors to the disclosure date of this announcement, the company has not changed its capital reserve into share capital, distributed stock dividends, split shares, reduced shares, allotted shares or issued additional shares, Therefore, the cancellation price does not need to be adjusted again.
The cancellation price is 12.0133 yuan.
2. Source of repurchase funds
The total amount to be paid by the repurchase company is 522578.55 yuan, and the company will use its own funds for repurchase.
3、 Changes in the company’s share capital structure before and after the repurchase
Before and after this change
Nature of shares shares
Change quantity
Number of shares (share) proportion% number of shares (share) proportion%
1、 Restrictions on sale: 95015263.00 12.90 94971763.00 12.89 tradable shares / non tradable shares
Including: executive lock up shares 90875263.00 12.34 90875263.00 12.34
Equity incentive restricted shares 4140000.00 0.56 -43500.00 4096500.00 0.56
2、 Unlimited sales conditions flow 641703280.00 87.10 641703280.00 87.11 shares
3、 Total share capital 736718543.00 100.00 -43500.00 736675043.00 100.00
Note: the convertible corporate bonds issued by the company (bond abbreviation: jiejie convertible bonds, bond Code: 123115) entered the stock conversion period on December 15, 2021. The “before this change” in the above table adopts the share capital structure as of January 7, 2022, The share capital structure after this change shall be subject to the share capital structure table issued by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch after the completion of repurchase cancellation; The scale calculation values in the above table retain four decimal places and are calculated by rounding. 4、 Impact of this repurchase cancellation on the company
The repurchase and cancellation of some restricted shares will not affect the implementation of the company’s restricted stock incentive plan, and will not have a material impact on the company’s financial status and operating performance. It will not lead to changes in the controlling shareholders and actual controllers of the company, and the equity distribution of the company still meets the listing conditions. The company’s restricted stock incentive plan will continue to be implemented in accordance with the measures for the administration of equity incentive of listed companies and the company’s equity incentive plan.
5、 Opinions of independent directors
After verification, the independent directors of the company express their independent opinions on this matter as follows: the company’s repurchase and cancellation of some restricted shares granted to incentive objects that do not meet the incentive conditions but have not been lifted, which comply with the measures for the administration of equity incentive of listed companies and the company’s equity incentive plan, and the procedures are legal and compliant, It will not have a material impact on the company’s financial status and operating performance, will not affect the diligence of the company’s management team, and will not damage the interests of the company and all shareholders.
All independent directors unanimously agree that the company will repurchase and cancel some restricted shares granted but not unlocked.
6、 Opinions of the board of supervisors
The board of supervisors of the company believes that: one incentive object in the company’s 2020 restricted stock incentive plan has resigned and no longer has the qualification of incentive object. The procedures for repurchase and cancellation of restricted shares granted to resigned incentive objects but not lifted are in line with relevant regulations, legal and effective. The board of supervisors agreed to repurchase and cancel 43500 restricted shares granted to the above-mentioned personnel but not lifted in accordance with the Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2020 restricted stock incentive plan and other relevant provisions.
7、 Legal opinions issued by lawyers
Jiangsu Qixing law firm has issued legal opinions on matters related to the repurchase and cancellation of some restricted shares by the company, and holds that:
The procedures, reasons, quantity and price of this repurchase cancellation comply with the administrative measures and other relevant laws and regulations
