Securities code: 688777 securities abbreviation: Zhejiang Supcon Technology Co.Ltd(688777) Announcement No.: 2022-006 Zhejiang Supcon Technology Co.Ltd(688777)
About the incentive objects to the restricted stock incentive plan in 2021
Announcement of granting 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 liabilities for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Restricted stock grant date: January 14, 2022
Number of restricted shares granted: 2989500 shares, accounting for about 0.61% of the current total share capital of the company under the incentive plan of 494084000 shares.
Equity incentive method: the second type of restricted stock
The company's conditions for granting restricted shares in 2021 stipulated in the Zhejiang Supcon Technology Co.Ltd(688777) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as "the incentive plan" and "the incentive plan") have been met, and Zhejiang Supcon Technology Co.Ltd(688777) (hereinafter referred to as " Zhejiang Supcon Technology Co.Ltd(688777) " or "the company") held the ninth meeting of the Fifth Board of directors and the ninth meeting of the Fifth Board of supervisors on January 14, 2022, The proposal on granting restricted shares to the incentive objects of the restricted stock incentive plan in 2021 was reviewed and approved, and it was determined that January 14, 2022 would be the grant date to grant 2.9895 million restricted shares to 1002 incentive objects who met the grant conditions. The relevant matters are described as follows:
1、 This restricted stock grant
(I) approval procedures and information disclosure of this restricted stock grant
1. On December 15, 2021, the company held the 8th meeting of the 5th board of directors, which deliberated and adopted the proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary Proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2021, proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2021, etc. The independent directors of the company have expressed independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there are circumstances damaging the interests of the company and all shareholders.
On the same day, the company held the 8th meeting of the 5th board of supervisors, deliberated and adopted the proposal on the company's restricted stock incentive plan (Draft) in 2021 and its summary The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions, such as the proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2021 and the proposal on the verification of the list of incentive objects granted by the company for the first time in 2021.
2. From December 16, 2021 to December 25, 2021, the company publicized the list of 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 against the incentive objects of the incentive plan.
On December 27, 2021, the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects of restricted stock incentive plan.
3. On December 31, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary Proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2021, proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2021, etc. The company's implementation of the incentive plan is approved by the general meeting of shareholders, and the board of directors is authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when incentive objects meet the conditions, and handle all matters necessary for the grant of restricted shares.
4. On January 14, 2022, the 9th meeting of the 5th board of directors and the 9th meeting of the 5th board of supervisors deliberated and adopted the proposal on adjusting matters related to the 2021 restricted stock incentive plan and the proposal on granting restricted shares to the incentive objects of the 2021 restricted stock incentive plan. The independent directors have expressed independent opinions on relevant matters and believe that the adjustment of the incentive plan complies with relevant regulations, the subject qualification of the incentive object is legal and effective, and the determined grant date complies with relevant regulations. The board of supervisors verified the adjusted list of incentive objects.
(II) differences between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders
In view of the resignation of one incentive object determined in the incentive plan from the company, the company held the 9th meeting of the 5th board of directors and the 9th meeting of the 5th board of supervisors on January 14, 2022, deliberated and adopted the proposal on matters related to the adjustment of the restricted stock incentive plan in 2021, and adjusted the list of incentive objects and the number of rights and interests granted, The number of incentive objects granted by the incentive plan was adjusted from 1003 to 1002, and the number of restricted shares granted was adjusted from 2993500 to 2989500.
In addition to the above adjustments, other contents of the incentive plan implemented this time are consistent with the incentive plan deliberated and adopted by the third extraordinary general meeting of shareholders in 2021. According to the authorization of the third extraordinary general meeting of shareholders in 2021, this adjustment does not need to be submitted to the general meeting of shareholders for deliberation.
(III) explanation of the board of directors on meeting the conditions of the grant, and clear opinions issued by the independent directors and the board of supervisors 1. Relevant explanation of the board of directors on whether the conditions of the grant are met
According to the provisions on the granting conditions of restricted shares in the incentive plan, the incentive object shall meet the following conditions at the same time:
(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 Those who are not allowed to serve as senior managers of the company as stipulated in the company law of the people's Republic of China (hereinafter referred to as the "company law");
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 of the company has determined that neither the company nor the incentive object has any of the above circumstances, and there are no other circumstances that cannot be granted or become the incentive object. It is considered that the grant conditions of the incentive plan have been met
By achievement. The board of directors agreed that the grant date of the company's restricted stock incentive plan was January 14, 2022, and agreed to grant 2.9895 million restricted shares to 1002 incentive objects at the grant price of 39.50 yuan / share.
2. Relevant explanations of the board of supervisors on whether the grant meets the conditions
(1) 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; The incentive objects of this incentive plan have the job qualification specified in the company law and other laws, regulations and normative documents, meet the incentive object conditions specified in the administrative measures and the Listing Rules of Shanghai Stock Exchange on the science and innovation board, meet the scope of incentive objects specified in the company's incentive plan, and their subject qualification as the incentive object of this incentive plan is legal Effective.
(2) The company determines that the grant date of the incentive plan complies with the relevant provisions of the administrative measures and the incentive plan on the grant date.
It is agreed that the granting date of the company's restricted stock incentive plan is January 14, 2022, and it is agreed to grant 2.9895 million restricted shares to 1002 eligible incentive objects.
3. Relevant explanations of independent directors on whether the grant meets the conditions
The grant conditions of the company's incentive plan have been fulfilled, and the grant date is January 14, 2022. The grant date complies with the administrative measures and other laws and regulations and the relevant provisions on the grant date in the company's incentive plan. At the same time, this grant also complies with the provisions on the conditions for the incentive object to be granted restricted shares in the incentive plan, The subject qualification of the incentive object of the incentive plan is valid.
The company's implementation of the incentive plan is conducive to further improving the corporate governance structure, establishing and improving the company's incentive and restraint mechanism, enhancing the company's management team and business backbone's sense of responsibility and mission for the sustainable and healthy development of the company, conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
It is agreed that the grant date of the company's incentive plan is January 14, 2022, and it is agreed to grant 2.9895 million restricted shares to 1002 eligible incentive objects.
(IV) specific conditions of grant
1. Grant date: January 14, 2022
2. Number of granted shares: 2989500 shares, accounting for about 0.61% of the current total share capital of 494084000 shares of the company under the incentive plan.
3. Number of persons granted: 1002
4. Grant price: 39.50 yuan / share
5. Stock source: the company issues A-share common stock to the incentive object
6. Validity period, vesting period and vesting arrangement of incentive plan
(1) The validity period of the incentive plan shall be no more than 72 months from the date of grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid.
(2) The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion 12 months after the date of grant, and after the incentive objects meet the corresponding attribution conditions. The vesting date must be the trading day. If the incentive objects are directors and senior managers before vesting, the restricted shares obtained shall not be vested in 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 process to 2 trading days after disclosure according to law;
④ Other periods stipulated by CSRC and Shanghai Stock Exchange.
The vesting period and arrangement of restricted shares granted by the incentive plan are as follows:
Number of vested rights and interests proportion of ownership arrangement and ownership time to total granted rights and interests
The first vesting period starts from the first trading day after 12 months from the date of grant to 20% of the date of grant
Ending on the last trading day within 24 months from
The second vesting period starts from the first trading day 24 months after the date of grant to 20% of the date of grant
Ending on the last trading day within 36 months from
The third vesting period starts from the first trading day 36 months after the date of grant to 20% of the date of grant
Ending on the last trading day within 48 months from
The fourth vesting period starts from the first trading day 48 months after the date of grant to 20% of the date of grant
Ending on the last trading day within 60 months from
The fifth vesting period starts from the first trading day after 60 months from the date of grant to 20% of the date of grant
Ending on the last trading day within 72 months from
7. List of incentive objects
Proportion of the granted restrictions to the total number of job-related shares of the name nationality of the incentive plan and the total number of shares to the total share capital (10000 shares) on the announcement date
1、 Senior management
Ding Xiaobo, vice president of China 8 2.67% 0.02%
2、 Foreign employees
Teo Kim hock, assistant to the president of Singapore (main 5) 1.67% 0.01%
Management of international business)
Pan Shiwen, chief representative of Malaysia office 0.4 0.13% 0
