Securities code: Shen Zhen Australis Electronic Technology Co.Ltd(300940) securities abbreviation: Shen Zhen Australis Electronic Technology Co.Ltd(300940) Announcement No.: 2022043 Shen Zhen Australis Electronic Technology Co.Ltd(300940)
About the first type of restricted stock in the restricted stock incentive plan in 2022
Announcement of completion of grant registration
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. The number of class I restricted shares granted this time is 1090976 shares, accounting for 0.5758% of the total share capital of Shen Zhen Australis Electronic Technology Co.Ltd(300940) (hereinafter referred to as “the company”) of 189481107 shares before the grant;
2. A total of 122 incentive objects of class I restricted shares were granted this time;
3. The listing date of class I restricted shares granted this time is May 26, 2022;
4. The source of restricted shares granted this time is the company’s directional issuance of A-share common shares to incentive objects.
On April 8, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary. On May 10, 2022, the company held the eighth meeting of the second board of directors and the seventh meeting of the second board of supervisors, and deliberated and adopted the proposal on adjusting the list, grant quantity and grant price of incentive objects of the restricted stock incentive plan in 2022 and the proposal on granting restricted shares to incentive objects of the restricted stock incentive plan in 2022. In accordance with the measures for the administration of equity incentive of listed companies issued by the China Securities Regulatory Commission, the relevant provisions of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the company has completed the grant and registration of class I restricted shares under the restricted stock incentive plan in 2022 (hereinafter referred to as the “incentive plan”), and the relevant information is hereby announced as follows:
1、 The approval procedures for this incentive plan have been fulfilled
1. On March 15, 2022, the company held the fourth meeting of the second board of directors, which deliberated and adopted proposals such as the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022, and the proposal on requesting 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 their independent opinions on the relevant proposals of the restricted stock incentive plan in 2022.
On the same day, the company held the fourth meeting of the second session of the board of supervisors, 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 verifying the list of incentive objects of the company’s restricted stock incentive plan in 2022.
2. From March 16, 2022 to March 30, 2022, the company publicized the list and positions of the objects to be encouraged in the incentive plan within the company. As of the expiration of the publicity period, the board of supervisors of the company has not received any objection related to the proposed incentive objects of the incentive plan. On March 31, 2022, the company posted on cninfo (www.cn. Info. Com. CN.) Disclosed the “explanation and verification opinions of the board of supervisors on the publicity of the list of incentive objects of the company’s restricted stock incentive plan in 2022”.
3. On April 8, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the assessment and management of the implementation of the company’s restricted stock incentive plan in 2022, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. On the same day, the company went to www.cn.info.com.cn Disclosed the self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2022.
4. On May 10, 2022, the company held the 8th meeting of the 2nd board of directors and the 7th Meeting of the 2nd board of supervisors, which deliberated and approved the proposal on adjusting the list of incentive objects, grant quantity and grant price of restricted stock incentive plan in 2022 and the proposal on granting restricted shares to incentive objects of restricted stock incentive plan in 2022. The independent directors of the company expressed their independent opinions on relevant proposals, and the board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
2、 Granting of class I restricted shares
1. Grant date: May 10, 2022
2. Grant price: 9.4425 yuan / share
3. Number of persons granted: 122
4. Number of shares granted: 5455200 shares, accounting for 2.8790% of the total share capital of 189481107 shares of the company before the grant. Among them, there are 1090976 restricted shares of class I, accounting for 0.5758% of the total share capital of 189481107 shares of the company before the grant, and 199988% of the total equity to be granted; The second category of restricted shares is 4364224 shares, accounting for 2.3033% of the total share capital of 189481107 shares of the company before the grant, and 800012% of the total equity to be granted.
5. Stock source: the company issues A-share common stock to the incentive object
6. List and grant of incentive objects of class I restricted stock
The distribution of class I restricted shares granted by the plan among incentive objects is shown in the table below:
The proportion of the number of class I restricted shares granted in this incentive program to the total number of (10000) shares granted in the restricted stock plan and the proportion of the total daily share capital
1、 Directors and senior management
1 Zhao Chuanmiao, director of China 9.6000 1.7598% 0.0507%
2 Peng Congming, director and deputy general manager of China 4.9568 0.9086% 0.0262% Manager
3 Huang Lihua, CFO of China 2.1440 0 0.3930% 0.0113%
4 Jiang Liqun, deputy general manager of China and Secretary of the board of directors 1.4400 0 0.2640% 0.0076%
Subtotal 181408 3.3254% 0.0958%
2、 Other incentive objects
909568, 166734% and 0.4800% (118 persons) of other personnel deemed by the board of directors to need incentive
Total 1090976199988% 0.5758%
Note: 1. The cumulative number of shares of the company granted by any of the above incentive objects through all the equity incentive plans within the validity period does not exceed 1% of the total share capital of the company.
The total number of underlying shares involved in the incentive plan within the whole validity period of the company shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders for deliberation.
2. The above incentive objects do not include independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the shares of the company and the spouses, parents and children of the actual controller of the company.
3. The difference in mantissa between the sum of the above total data and each detailed number is caused by rounding.
The 122 incentive objects mentioned above are the company’s website on May 12, 2022 (www.cn. Info. Com. CN.) The personnel identified in the published list of incentive objects of the restricted stock incentive plan in 2022 (grant date).
7. The term of validity, the period of restriction on sale and the arrangement for lifting the restriction on sale of class I restricted shares
(1) Period of validity
The validity period of class I restricted shares of 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 of lifting the restriction or repurchase cancellation of all the restricted shares granted to the incentive object.
(2) Restricted period
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 restricted shares granted to the incentive object under this incentive plan shall not be transferred, used for guarantee or debt repayment before the restriction is lifted.
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.
(3) Lifting the restriction arrangement
The release period of class I restricted shares granted by the incentive plan and the release schedule of each period are shown in the table below:
Proportion of the number of restricted stocks released to the total number of restricted stocks of class I at the time of release of restrictions
The first transaction after 12 months from the date of completion of grant registration
The last 40% within 24 months from the date of the first lifting of the sales restriction to the date of the completion of the grant registration
End of next trading day
The first transaction after 24 months from the date of completion of grant registration
The last 30% within 36 months from the date of the second lifting of the sales restriction to the date of completion of the grant registration
End of next trading day
The first transaction after 36 months from the date of completion of grant registration
The last 30% within 48 months from the third day of lifting the restriction to the date of completion of grant registration
End of next trading day
For restricted shares that have not applied for lifting the restrictions on sale within the above agreed period or cannot be lifted due to failure to meet the conditions for lifting the restrictions on sale, the company will repurchase and cancel them in accordance with the principles specified in the 2022 restricted stock incentive plan (Draft).
The restricted shares granted to the incentive object, the shares obtained due to the conversion of capital reserve into share capital, stock dividend and stock subdivision, shall be restricted at the same time, and shall not be sold in the secondary market or transferred in other ways. The release period of such shares is the same as that of restricted shares. If the company repurchases and cancels the restricted shares that have not been lifted at that time, the shares obtained for the above reasons will be repurchased and cancelled at the same time.
8. Performance assessment requirements for the lifting of restrictions on the sale of class I restricted shares
During the period of lifting the restriction, the restricted shares granted to the incentive object can be lifted only when the following conditions are met:
(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 Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
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.
In case of any of the circumstances specified in article (1) above, all restricted shares granted to incentive objects under this incentive plan but not yet lifted shall be repurchased and cancelled by the company at the grant price; If one of the circumstances specified in article (2) above occurs to an incentive object, the restricted shares granted to the incentive object under the incentive plan but not lifted shall be repurchased and cancelled by the company at the grant price.
(3) Company level performance assessment requirements
The assessment year of the first restricted stock granted by the incentive plan is 20222024
