Securities code: Jee Technology Co.Ltd(688162) securities abbreviation: Jee Technology Co.Ltd(688162) Announcement No.: 2022032 Jee Technology Co.Ltd(688162)
About the incentive objects of restricted stock incentive plan in 2022
Announcement of the first grant of restricted shares
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 integrity of its contents according to law.
Important content tips:
First grant date of restricted shares: May 20, 2022
Number of restricted shares granted for the first time: 377500 shares of class I restricted shares and 1222500 shares of class II restricted shares
Initial grant price of restricted stock: 19.16 yuan / share
The restricted stock grant conditions stipulated in the Jee Technology Co.Ltd(688162) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the incentive plan (Draft) and the "incentive plan") have been fulfilled. According to the authorization of the 2021 annual general meeting of shareholders of Jee Technology Co.Ltd(688162) (hereinafter referred to as "the company" or "Juyi technology"), the, On May 20, 2022, the company held the 16th meeting of the first board of directors and the 12th meeting of the first 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 2022 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects in the 2022 fixed-term stock incentive plan for the first time, It is agreed that may 20, 2022 will be the first grant date of restricted shares, and a total of 1.6 million restricted shares will be granted to 111 incentive objects for the first time at a price of 19.16 yuan / share. Among them, 377500 shares of the first type of restricted stocks and 1222500 shares of the second type of restricted stocks. The relevant matters are explained as follows:
1、 First grant of restricted shares
(I) implemented decision-making procedures and information disclosure
1. On April 22, 2022, the company held the 15th meeting of the first board of directors, deliberated and adopted the proposal on the company's restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's restricted stock incentive plan in 2022, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022, The independent directors of the company have expressed independent opinions on the incentive plan. On the same day, the company held the 11th meeting of the first board of supervisors, deliberated and passed the proposal on the company's restricted stock incentive plan in 2022 (Draft) and its summary and the proposal on the company's measures for the implementation and assessment of the restricted stock incentive plan in 2022. The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions. The company was posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 26, 2022 Relevant announcements were disclosed.
2. From April 26, 2022 to May 6, 2022, the company publicized the names and positions of the incentive objects granted for the first time in the incentive plan on the company's bulletin board. During the publicity period, the board of supervisors of the company did not receive any objection from employees to the proposed incentive object. On May 14, 2022, the company disclosed the announcement and verification opinions of Jee Technology Co.Ltd(688162) board of supervisors on the list of incentive objects first granted by the company's restricted stock incentive plan in 2022 (Announcement No.: 2022027).
3. On May 20, 2022, the company held the 2021 annual general meeting of shareholders, deliberated and passed the proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the company's assessment and management measures for the implementation of the 2022 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 2022 restricted stock incentive plan. The company will disclose the self inspection report on the trading of the company's shares by insiders of the company's restricted stock incentive plan in 2022 on May 21, 2022.
4. On May 20, 2022, the company held the 16th meeting of the first board of directors and the 12th meeting of the first 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 2022 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects in the 2022 restricted stock incentive plan for the first time. The independent directors of the company expressed their independent opinions, and the board of supervisors of the company verified the list of incentive objects granted for the first time.
(II) description of the differences between the equity incentive plan implemented this time and the disclosed equity incentive plan
In view of the fact that one incentive object originally planned to be granted for the first time in the incentive plan (Draft) of the company loses the incentive qualification due to resignation, the company plans to cancel the 6000 class II restricted shares granted to him. According to the authorization of the 2021 annual general meeting of shareholders, the board of directors of the company shall adjust the list of incentive objects and the number of rights and interests granted for the first time in the incentive plan.
After the above adjustments, the number of incentive objects to be granted by the company for the first time is adjusted from 112 to 111, and the number of equity to be granted for the first time is adjusted from 1606000 shares to 1 Shanghai Pudong Development Bank Co.Ltd(600000) shares.
According to the authorization of the company's 2021 annual general meeting of shareholders, this adjustment is within the scope of authorization and does not need to be submitted to the general meeting of shareholders for deliberation. In addition to the above adjustments, the content of the incentive plan implemented by the company this time is consistent with the content deliberated and approved by the 2021 annual general meeting of shareholders.
(III) the board of directors' statement on the satisfaction of the conditions for the first grant, and the explicit opinions of the independent directors and the board of supervisors
1. Description of the board of directors on the satisfaction of the conditions for the first grant
According to the provisions on the granting conditions in the measures for the administration of equity incentive of listed companies (hereinafter referred to as the measures) and the incentive plan (Draft), the incentive object can be granted restricted shares only if it meets 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) 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 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 believes that neither the company nor the incentive object has occurred or does not belong to any of the above circumstances. To sum up, the conditions for the first grant of this incentive plan have been met, and the incentive object can be granted restricted shares.
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 administrative measures and other laws, regulations and normative documents. The company has the subject qualification to implement the equity incentive plan.
(2) The incentive objects granted this time are those determined in the incentive plan (Draft) deliberated and adopted by the company's 2021 annual general meeting, and have the qualifications specified in the company law, the securities law of the people's Republic of China and other laws, regulations and normative documents as well as the articles of association, It meets the incentive object conditions specified in the administrative measures and the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the Listing Rules), meets the incentive object scope specified in the incentive plan, and its subject qualification as the incentive object of the incentive plan is legal and effective.
(3) The company determines that the first grant date of the incentive plan complies with the relevant provisions on the grant date in the administrative measures and the incentive plan (Draft).
To sum up, the conditions for the incentive objects to be granted restricted shares have been met. The board of supervisors agreed to grant 1.6 million restricted shares to 111 incentive objects for the first time on May 20, 2022, with the first grant price of 19.16 yuan / share. Among them, 377500 shares of the first type of restricted stocks and 1222500 shares of the second type of restricted stocks.
3. Relevant explanations of independent directors on whether the grant meets the conditions
(1) According to the authorization of the company's 2021 annual general meeting of shareholders, the board of directors determined that the first grant date of the incentive plan was May 20, 2022, which was in line with the administrative measures and other laws and regulations and the relevant provisions on the grant date in the incentive plan (Draft).
(2) The incentive object determined in the incentive plan does not have the situation of prohibiting the grant of equity incentive specified in the management measures, and the subject qualification of the incentive object is legal and effective.
(3) Neither the company nor the incentive object is allowed to grant restricted shares, and the first grant conditions specified in the incentive plan have been met.
(4) The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
(5) When the board of Directors voted on the relevant proposal of this grant, the related directors have avoided voting.
(6) The company's implementation of this incentive plan is conducive to further improve the corporate governance structure, improve the company's incentive mechanism, enhance the company's core management team and key employees' sense of responsibility and mission for the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
To sum up, we agree that the company determines that the first grant date of the incentive plan is May 20, 2022, and grants 1.6 million restricted shares to 111 eligible incentive objects for the first time, with the first grant price of 19.16 yuan / share. Among them, 377500 shares of the first type of restricted stocks and 1222500 shares of the second type of restricted stocks.
(IV) the first grant of restricted shares
1. First grant date: May 20, 2022
2. Number of First grants: 377500 restricted shares of class I and 1222500 restricted shares of class II.
3. Number of persons granted for the first time: 111 incentive objects of class I restricted shares and class II restricted shares in total.
4. Initial grant price: the first class of restricted shares and the second class of restricted shares are 19.16 yuan / share. 5. Stock source: the stock source of the first type of restricted stock incentive plan is the A-share common stock issued by the company to the incentive object; The incentive object of class A shares or restricted shares issued by the company from the secondary market is the incentive object of class A shares.
6. Schedule of this incentive plan
(1) The validity period, restricted period and lifting of restricted stock incentive plan of category I
1) Period of validity
The validity period of the first type of restricted shares in the incentive plan shall be no more than 48 months from the date of completion of the registration of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased and cancelled.
2) Restriction period and lifting of restriction arrangement
The restricted sales periods of the first type of restricted shares granted under the incentive plan are 12 months, 24 months and 36 months respectively from the date of completion of the grant registration. The class I restricted shares granted to the incentive object under the incentive plan shall not be transferred, used for guarantee or debt repayment during the restricted sale period.
After the expiration of the restriction, the company will handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction. The restricted shares held by the incentive objects who do not meet the conditions for lifting the restriction will be repurchased and cancelled by the company.
The release period of class I restricted shares granted for the first time in the incentive plan and the release schedule of each period are shown in the table below:
Release of restriction arrangement release of restriction time release of restriction proportion
The first 30% of the first release period after 12 months from the date of completion of the first grant registration
Within 24 months from the transaction date to the completion of the first grant registration
Ending on the last trading day of
The first month after 24 months from the date of completion of the first grant registration
30% within 36 months from the trading day of the second lifting of the restriction period to the completion of the first grant registration
Ending on the last trading day of
The first month after 36 months from the date of completion of the first grant registration
40% within 48 months from the trading day of the third lifting of the restriction period to the completion of the first grant registration
Ending on the last trading day of
For the restricted shares that have not applied for the lifting of the restriction within the above agreed period or cannot apply for the lifting of the restriction due to the failure to meet the conditions for the lifting of the restriction, the company will repurchase and cancel them in accordance with the principles specified in the plan, and shall not defer to the lifting of the restriction in the next period.
The restricted shares granted to the incentive object are converted into share capital, distributed stock dividends and shares due to the capital reserve
