Securities code: 688260 securities abbreviation: Suzhou Gyz Electronic Technology Co.Ltd(688260) Announcement No.: 2022-003
Suzhou Gyz Electronic Technology Co.Ltd(688260)
Summary announcement of restricted stock incentive plan (Draft) in 2022
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:
Equity incentive method: the second type of restricted stock
Share source: the company issues A-share common stock to the incentive object
Total equity of equity incentive and total number of underlying shares involved:
The number of restricted shares to be granted in the Suzhou Gyz Electronic Technology Co.Ltd(688260) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan” or “the plan”) is 1337500 shares, accounting for about 1.114% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 1.07 million shares were granted for the first time, accounting for about 0.891% of the total capital stock of the company at the time of announcement of the draft incentive plan and about 80.00% of the total equity granted this time; 267500 shares are reserved, accounting for about 0.223% of the company’s total share capital of 120 million shares at the time of announcement of the draft incentive plan, and the reserved part accounts for about 20.00% of the total equity granted this time.
1、 Purpose of equity incentive plan
In order to further improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s core team, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, according to the principle of matching income and contribution, According to the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules”) This incentive plan is formulated in accordance with the self regulatory guide No. 4 – disclosure of equity incentive information of listed companies on the science and Innovation Board (hereinafter referred to as “regulatory guide No. 4”) and other relevant laws, regulations and normative documents, as well as the provisions of the Suzhou Gyz Electronic Technology Co.Ltd(688260) articles of Association (hereinafter referred to as “the articles of association”).
As of the announcement date of this incentive plan, the company has no other effective equity incentive system arrangement. 2、 Equity incentive method and source of underlying stock
(I) equity incentive method
The incentive tool adopted in this incentive plan is the second type of restricted stock. The incentive objects who meet the grant conditions of the incentive plan, after meeting the corresponding attribution conditions, will obtain the additional A-share common shares issued by the company in batches at the grant price, and these shares will be registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. The restricted shares granted to the incentive object shall not enjoy the rights of shareholders of the company before they are vested, and the restricted shares shall not be transferred, used for guarantee or debt repayment.
(II) source of underlying stock
The source of the underlying stock involved in the plan is the company’s directional issuance of A-Shares of common stock to the incentive object. 3、 Number of rights and interests to be granted under the equity incentive plan
The number of restricted shares to be granted under the incentive plan is 1337500 shares, accounting for about 1.114% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 1.07 million shares were granted for the first time, accounting for about 0.891% of the company’s total share capital of 120 million shares at the time of announcement of the draft incentive plan and about 80.00% of the total equity granted this time; 267500 shares are reserved, accounting for about 0.223% of the company’s total share capital of 120 million shares at the time of announcement of the draft incentive plan, and the reserved part accounts for about 20.00% of the total equity granted this time.
As of the announcement of the draft incentive plan, the total amount of underlying shares involved in the equity incentive plan within the whole validity period of the company has not exceeded 20.00% of the total share capital of the company when the incentive plan was submitted to the general meeting of shareholders. The shares of the company granted by any incentive object in the plan through all the equity incentive plans within the validity period shall not exceed 1.00% of the total share capital of the company when the plan is submitted to the general meeting of shareholders for deliberation.
From the announcement date of the incentive plan to the time when the incentive object is granted restricted shares, and from the time when the incentive object is granted restricted shares to the time when the incentive object is vested, the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, share splitting, share allotment and share reduction, and the number of restricted shares granted shall be adjusted accordingly.
4、 Determination basis, scope and number of rights and interests granted to incentive objects
(I) basis for determining incentive objects
1. Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined in accordance with the company law, securities law, administrative measures, listing rules, regulatory guide No. 4 and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive objects involved in the incentive plan are the management backbone and technical backbone of the company (including subordinate branches and holding subsidiaries, the same below) (excluding independent directors, supervisors, shareholders holding more than 5% shares of the listed company alone or in total, actual controllers of the listed company and their spouses, parents and children).
(II) scope of incentive objects
There are no more than 8 incentive objects granted restricted shares for the first time in the incentive plan, accounting for about 0.79% of the total number of 1013 employees by the end of December 2021. Specifically, it includes management backbone and technical backbone.
The above incentive objects must have employment or labor relations with the company or its subsidiaries and holding subsidiaries when the company grants restricted shares and within the assessment period specified in the incentive plan.
The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall disclose the relevant information accurately and timely on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The incentive objects of reserved restricted shares shall be determined by reference to the criteria for the first grant.
The incentive target of the incentive plan includes employees in Taiwan, China. The reason why the company is included in the incentive plan is that the chip multilayer ceramic capacitor project has high technology barriers. Currently, it is mainly controlled by enterprises in Japan, Korea and Taiwan, China. The incentive objects of this part are important backbone personnel of N1 business division and personnel in important positions of the company. They have rich industry experience and technical strength, which plays an important role in improving the company’s process technology, developing the market and helping the company’s sustainable and stable development.
Therefore, the company believes that it is necessary and reasonable for the incentive plan to take it as the incentive object, which is in line with the actual situation and future development needs of the company, and in line with the provisions of regulatory guide No. 4, listing rules and other relevant laws and regulations.
(III) distribution of restricted shares granted to incentive objects
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Proportion of restricted shares granted to restricted shares granted to the total number of job tickets (10000 shares) in the incentive plan proportion of total share capital at the time of reporting
Management backbone and technical backbone
1 Yan Rong K China’s Taiwan region management backbone 14.30 10.69% 0.119%
2 Lv Zhifu, China Taiwan region, technical backbone 14.30 10.69% 0.119%
3 Wu Da Chuan China Taiwan area technical backbone 14.30 10.69% 0.119%
4 Yang Zhu De, China Taiwan region, technical backbone 14.30 10.69% 0.119%
5 Zhou Hongliang, China Taiwan region, technical backbone 14.30 10.69% 0.119%
6 Guo Jianhong, China Taiwan region, technical backbone 14.30 10.69% 0.119%
There are 2 other technical backbones in total 21.20 15.85% 0.177%
Total number of restricted shares granted for the first time 107.00 80.00% 0.891%
Reserved part 26.75 20.00% 0.223%
Total 133.75 100.00% 1.114%
Note: 1. The shares of the company granted to any of the above incentive objects through all the equity incentive plans within the validity period
None of the votes exceeds 1% of the total share capital of the company. The total number of underlying shares involved in the incentive plan of the company within the whole validity period is accumulated
Not more than 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 incentive objects granted by the plan do not include independent directors, supervisors, and those who individually or jointly hold 5% of the listed company
The shareholders of the above shares, the actual controllers of the listed company and their spouses, parents and children.
3. The incentive object of the reserved part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders and approved by the directors
After the board of Directors proposes, the independent directors and the board of supervisors express clear opinions, lawyers express professional opinions and issue legal opinions, the company
Timely and accurately disclose relevant information on the designated website as required.
4. If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
(IV) verification of incentive objects
1. After the incentive plan is reviewed and approved by the board of directors, the company will publicize the name and address of the incentive object internally
Position, publicity period shall not be less than 10 days.
2. The board of supervisors of the company will review the list of incentive objects, fully listen to the public opinions, and report to the company
The shareholders’ meeting shall disclose the review and publicity of the list of incentive objects by the board of supervisors 5 days before considering the incentive plan
explain. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
(V) during the implementation of the equity incentive plan, if the incentive object has the equity incentive management of listed companies
The incentive object shall not be granted if it is not allowed to become an incentive object as stipulated in the administrative measures and this incentive plan
Restricted shares, which have been granted but have not been vested, shall be cancelled and invalidated.
5、 Relevant schedule of this incentive plan
(I) validity period of the incentive plan
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 74 months.
(II) grant date, attribution arrangement and lock up period of the incentive plan
1. Grant date
The granting date shall be determined by the board of directors after the incentive plan is deliberated and approved by the general meeting of shareholders of the company.
2. Attribution arrangement
The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive objects meet the corresponding vesting conditions. The vesting date must be the trading day and shall not be vested within the following periods:
(1) Within 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date of the annual report and semi annual 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 quarterly report, 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 the date of disclosure according to law;
(4) Other periods prescribed by the CSRC and the Shanghai Stock Exchange
The above “major events” are transactions or other major events that the company shall disclose in accordance with the listing rules.
If relevant laws, administrative regulations and departmental rules have other provisions on the period that cannot be attributed, the relevant provisions shall prevail.
(5) Attribution arrangement
The vesting period and vesting arrangement of restricted shares granted for the first time in the incentive plan are as follows:
Vesting arrangement vesting time number of vested interests in Grant
Proportion to total equity
The first delivery after 26 months from the date of grant of the corresponding batch
From the first vesting date to the grant date of the corresponding batch
