Securities code: 688772 securities abbreviation: Zhuhai Cosmx Battery Co.Ltd(688772) Announcement No.: 2022-007 Zhuhai Cosmx Battery Co.Ltd(688772)
Announcement on granting restricted shares to the incentive objects of the first phase of restricted stock incentive plan for the first time
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 liabilities for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
First grant date: January 10, 2022
Number of First grants: 22.4125 million shares
Grant price: 23.82 yuan / share
Equity incentive method: the second type of restricted stock
Zhuhai Cosmx Battery Co.Ltd(688772) (hereinafter referred to as "the company") held the 18th meeting of the first board of directors and the 10th meeting of the first board of supervisors respectively on January 10, 2022, deliberated and adopted the proposal on granting restricted shares to the incentive objects of the first phase of restricted stock incentive plan for the first time. In accordance with the administrative measures for equity incentive of listed companies (hereinafter referred to as the "administrative measures") and other laws and regulations, normative documents and the relevant provisions of the Zhuhai Cosmx Battery Co.Ltd(688772) phase I restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan (Draft)", The board of Directors considers that the first grant conditions specified in the first phase of the company's restricted stock incentive plan have been met. According to the authorization of the company's first extraordinary general meeting of shareholders in 2022, the board of directors agreed to determine January 10, 2022 as the first grant date to grant 224125000 restricted shares to 763 incentive objects who met the grant conditions, with the grant price of 23.82 yuan / share. Relevant matters are hereby announced as follows:
1、 Restricted stock grants
(I) decision making procedures and information disclosure performed in the incentive plan
1. On December 23, 2021, the company held the 17th meeting of the first board of directors, deliberated and adopted the proposal on the first restricted stock incentive plan (Draft) and its summary, and the proposal on the measures for the assessment and management of the first restricted stock incentive plan The independent directors of the company expressed their independent opinions on the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the first phase of restricted stock incentive plan.
2. On December 23, 2021, the company held the ninth meeting of the first board of supervisors, deliberated and adopted the proposal on the first restricted stock incentive plan (Draft) and its summary, the proposal on the assessment and management measures for the first restricted stock incentive plan, and the proposal on verifying the list of incentive objects of the first restricted stock incentive plan, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
3. From December 24, 2021 to January 4, 2022, the company publicized the list of the proposed incentive objects. During the publicity period, the board of supervisors of the company did not receive any objection to the proposed incentive object. The announcement of the board of supervisors on the list of incentive objects of the company and the announcement of the first period of the board of supervisors on 682 {2022} incentive plan was made on May 72.
4. On December 24, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) The Zhuhai Cosmx Battery Co.Ltd(688772) announcement on public solicitation of entrusted voting rights by independent directors was disclosed. According to the entrustment of other independent directors of the company, Zhao Yan, an independent director, as the soliciter, solicited entrusted voting rights from all shareholders of the company on the proposals related to the incentive plan considered at the first extraordinary general meeting of the company in 2022.
5. On January 10, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and adopted the proposal on the first restricted stock incentive plan (Draft) and its summary, and the proposal on the measures for the assessment and management of the first restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the first phase of restricted stock incentive plan.
6. On January 10, 2022, the company held the 18th meeting of the first board of directors and the 10th meeting of the first board of supervisors respectively, deliberated and adopted the proposal on granting restricted shares to the incentive objects of the first phase of restricted stock incentive plan for the first time, and the independent directors of the company expressed their independent opinions on the proposal.
7. The company conducted a self-examination on the trading of the company's shares by insiders and incentive objects within 6 months before the announcement of the incentive plan (Draft), and found no use of insider information for stock trading. On January 11, 2022, the company disclosed the Zhuhai Cosmx Battery Co.Ltd(688772) self inspection report on the trading of the company's shares by insiders and incentive objects of the first restricted stock incentive plan.
(II) difference between this grant and the incentive plan approved by the general meeting of shareholders
The relevant contents of this grant are consistent with the contents of the incentive plan deliberated and approved by the company's first extraordinary general meeting in 2022.
(III) explanation of the board of directors on the achievement of 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 relevant provisions of the administrative measures and the incentive plan (Draft), the company grants restricted shares to the incentive object when the following conditions are met:
(1) The company is not under any of the following circumstances:
1) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
2) The internal control of the financial 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;
3) Failure to distribute profits in accordance with laws and regulations, the 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 inappropriate by the stock exchange within the last 12 months;
2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
4) Having the circumstances that the company law of the people's Republic of China (hereinafter referred to as the "company law") stipulates that he shall not serve as a director or senior manager of the company;
5) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
6) Other circumstances recognized by the CSRC.
After careful verification, the board of Directors believes that the company does not have the situation that restricted shares cannot be granted as stipulated in laws, regulations, normative documents and incentive plan (Draft), and the incentive objects granted rights and interests meet the conditions for granting restricted shares as stipulated in the incentive plan, and the first grant conditions of the incentive plan have been achieved.
The board of directors agreed to determine the grant date for the first grant of restricted shares in the incentive plan as January 10, 2022, and grant a total of 22.4125 million restricted shares to 763 incentive objects who meet the grant conditions at a grant price of 23.82 yuan / share.
2. Relevant explanations of the board of supervisors on whether the grant meets the conditions
(1) The company is not prohibited from implementing the equity incentive plan as stipulated in the management measures, and the company has the subject qualification to implement the equity incentive plan.
(2) The incentive objects granted with restricted shares have the qualifications specified in the company law and the Securities Law (hereinafter referred to as the "Securities Law"), meet the incentive object conditions specified in the Listing Rules of science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules"), and meet the scope of incentive objects specified in the incentive plan (Draft), The subject qualification is legal and effective.
(3) The determination of the first grant date of the incentive plan complies with the provisions on the grant date in the administrative measures and the incentive plan (Draft).
In conclusion, the board of supervisors considers that the grant conditions specified in the incentive plan have been met, and agrees to determine that the grant date of restricted shares granted for the first time in the incentive plan is January 10, 2022. A total of 22.4125 million restricted shares are granted to 763 incentive objects who meet the grant conditions, with the grant price of 23.82 yuan / share.
3. Relevant explanations of independent directors on whether the grant meets the conditions
(1) According to the authorization of the company's first extraordinary general meeting in 2022, the board of directors determined that the first grant date of the incentive plan was January 10, 2022. The determination of the grant date was in line with the provisions on the grant date in the administrative measures and other laws, regulations, normative documents and the incentive plan (Draft), At the same time, this grant also meets the conditions for the incentive object to be granted restricted shares in the first phase of the incentive plan.
(2) The company is not prohibited to implement the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
(3) The incentive objects granted restricted shares for the first time determined by the company comply with the listing rules and other laws, regulations, normative documents and the relevant provisions of the incentive plan (Draft) on the incentive object conditions and grant conditions of the incentive plan, and their qualification as the subject of the company's incentive plan is legal and effective.
(4) The company does not have any plan or arrangement to provide loans, loan guarantees or other financial assistance to the incentive object to obtain relevant restricted shares according to the incentive plan.
(5) The implementation of the incentive plan is conducive to the sustainable and healthy development of the company, enhance the sense of responsibility and mission of the incentive objects, and there is no situation that damages the interests of the company and all shareholders.
(6) The relevant proposals on the grant of restricted shares considered by the board of directors this time do not have the situation that the voting should be avoided but not avoided according to relevant regulations.
In conclusion, all independent directors agreed that the first grant conditions specified in the incentive plan had been met, agreed to determine the first grant date of the incentive plan as January 10, 2022, and granted 224125000 restricted shares to 763 incentive objects who met the grant conditions for the first time, with the grant price of 23.82 yuan / share.
(IV) specific conditions of this grant
1. First grant date: January 10, 2022.
2. Number of First grants: 22.4125 million shares.
3. First awarding object: 763 persons.
4. Grant price: 23.82 yuan / share.
5. Stock source: the company issues RMB A-Shares of common stock to the incentive object.
6. Validity period, vesting period and vesting arrangement of incentive plan
(1) Period of validity
The validity period of the incentive plan shall be 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, and the maximum period shall not exceed 60 months.
(2) Vesting period and vesting arrangement
The restricted shares granted for the first time in the incentive plan shall be attributed according to the attribution arrangement of the incentive plan after 12 months from the date of the first grant and after meeting the corresponding attribution conditions. The attribution date must be the trading day, but not within 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 procedures to 2 trading days after disclosure according to law;
4) Other periods prescribed by the CSRC and the Shanghai Stock Exchange.
Note: the above "major events" are transactions or other major events that the company should disclose in accordance with the listing rules.
The vesting period and vesting arrangement of restricted shares granted for the first time in the incentive plan are as follows:
Vesting arrangement vesting proportion during vesting period
The first vesting period is from the first trading day 12 months after the date of the first grant to the first 30%
The last trading day within 24 months from the date of grant
The second vesting period starts from the first trading day 24 months after the date of the first grant to the first 30%
The last trading day within 36 months from the date of grant
The third vesting period starts from the first trading day 36 months after the date of the first grant to the first 40%
The last trading day within 48 months from the date of grant
During the above agreed period, the restricted shares that have not been fulfilled due to the attribution conditions shall not be attributed or deferred to the next year, and shall be invalidated by the company in accordance with the provisions of this incentive plan.
After meeting the vesting conditions of restricted shares, the company will uniformly handle the vesting of restricted shares that meet the vesting conditions.
7. Distribution of restricted shares granted for the first time among incentive objects
Proportion of the number of grants granted to the total amount of grants to the current share capital, name, position and nationality (10000 shares)
Xu Yanming, chairman of the board, general manager and core technical personnel China 430.00 18.23% 0.3833%
Lin Wende, director and deputy general manager, China Taiwan
