Securities code: 688521 securities abbreviation: Verisilicon Microelectronics (Shanghai) Co.Ltd(688521) Announcement No.: 2022-013 Xinyuan Microelectronics (Shanghai) Co., Ltd
Announcement on granting restricted shares to incentive objects for the first time
The company and all members of the board of directors 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 21, 2022
Number of restricted shares granted: 3.43 million shares, accounting for about 0.69% of the company’s total share capital of 495168791 shares at the time of the draft announcement
Equity incentive method: the second type of restricted stock
The conditions for the first grant of the company’s restricted stock incentive plan in 2022 specified in the restricted stock incentive plan (Draft) of Xinyuan Microelectronics (Shanghai) Co., Ltd. (hereinafter referred to as the “incentive plan” or “this incentive plan”) have been fulfilled, According to the authorization of the first extraordinary general meeting of shareholders in 2022 of Xinyuan Microelectronics (Shanghai) Co., Ltd. (hereinafter referred to as “the company”), the company held the 29th meeting of the first board of directors and the 19th meeting of the first board of supervisors on January 21, 2022, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time, It is determined that January 21, 2022 is the first grant date, and 3.43 million restricted shares are granted to 1099 incentive objects at the grant price of RMB 39 / share. The relevant matters are described as follows: I. restricted stock grant (I) the decision-making procedures and information disclosure performed in this restricted stock grant
1. On January 4, 2022, the company held the 28th meeting of the first board of directors, The proposal on reviewing the 2022 restricted stock incentive plan (Draft) and its summary of Xinyuan Microelectronics (Shanghai) Co., Ltd. and the proposal on reviewing the measures for the implementation and assessment of the 2022 restricted stock incentive plan of Xinyuan Microelectronics (Shanghai) Co., Ltd. were reviewed and approved Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022 and other relevant proposals. The independent directors of the company expressed independent opinions on the proposals related to the incentive plan.
On the same day, the company held the 18th meeting of the first board of supervisors, The proposal on reviewing the 2022 restricted stock incentive plan (Draft) of Xinyuan Microelectronics (Shanghai) Co., Ltd. and its summary, the proposal on reviewing the measures for the implementation and assessment of the 2022 restricted stock incentive plan of Xinyuan Microelectronics (Shanghai) Co., Ltd., and the proposal on reviewing < Xinyuan Microelectronics (Shanghai) Co., Ltd The proposal on the first granting of the list of incentive objects in the restricted stock incentive plan of Co., Ltd. in 2022, the board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. On January 5, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement on public solicitation of entrusted voting rights by independent directors (Announcement No.: 2022-005) was disclosed. According to the entrustment of other independent directors of the company, Mr. Li Chen, the independent director, as the collector, solicited voting rights from all shareholders of the company on the proposals related to the company’s 2022 restricted share incentive plan deliberated at the first extraordinary general meeting in 2022.
3. From January 5, 2022 to January 14, 2022, the company publicized the names and positions of the proposed incentive objects of 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 to the proposed incentive object. On January 15, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects first granted by the company’s restricted stock incentive plan in 2022 (Announcement No.: 2022-008).
4. On January 20, 2022, the company held the first extraordinary general meeting of shareholders in 2022, The proposal on reviewing the 2022 restricted stock incentive plan (Draft) and its summary of Xinyuan Microelectronics (Shanghai) Co., Ltd. and the proposal on reviewing the administrative measures for the implementation of the 2022 restricted stock incentive plan of Xinyuan Microelectronics (Shanghai) Co., Ltd. were reviewed and adopted Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022.
5. On January 21, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) 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 (Announcement No.: 2022-010).
6. On January 21, 2022, the company held the 29th meeting of the first board of directors and the 19th meeting of the first board of supervisors, deliberated and adopted the proposal on adjusting the company’s restricted stock incentive plan in 2022 and the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed independent opinions on the above-mentioned proposals, and the board of supervisors verified the above-mentioned matters and issued verification opinions. (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 fact that 6 of the first granted incentive objects determined in the company’s incentive plan no longer meet the qualification of incentive objects due to their resignation from the company, the board of directors of the company shall, in accordance with the relevant authorization of the first extraordinary general meeting of shareholders in 2022, The 29th meeting of the first board of directors and the 19th meeting of the first board of supervisors were held on January 21, 2022. The proposal on adjusting the company’s restricted stock incentive plan in 2022 was deliberated and adopted to adjust the number and list of incentive objects granted for the first time in this incentive plan and the number of restricted shares granted to each incentive object. After this adjustment, the number of incentive objects granted for the first time in this incentive plan will be adjusted from 1105 to 1099. The shares of restricted shares to be granted corresponding to the above six incentive objects will be adjusted and allocated to other incentive objects determined in this incentive plan according to their entry years, position importance, work performance and other factors. The total amount of restricted shares to be granted in this incentive plan The total amount of restricted shares granted for the first time and the total amount of reserved restricted shares remain unchanged.
The adjusted incentive objects belong to the scope of incentive objects specified in the incentive plan approved by the company’s first extraordinary general meeting in 2022. In addition to the above adjustments, other contents of this incentive plan are consistent with the contents of the 2022 restricted stock incentive plan approved by the company’s first extraordinary general meeting in 2022. According to the authorization of the company’s first extraordinary general meeting in 2022, this adjustment does not need to be submitted to the company’s general meeting for deliberation.
(III) explanation of the board of directors on meeting 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 provisions of the grant conditions in the incentive plan, the restricted shares granted to 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 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 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 determines that neither the company nor the incentive object has any of the above circumstances, nor other circumstances that cannot be granted or become the incentive object, and the granting conditions of the incentive plan have been met.
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 for equity incentive of listed companies (hereinafter referred to as the “administrative 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 qualifications specified in the company law and other laws, regulations and normative documents, meet the conditions of incentive objects specified in the administrative measures and the Listing Rules of Shanghai Stock Exchange on the science and innovation board, and meet the scope of incentive objects specified in the company’s incentive plan and its abstract, Its subject qualification as the incentive object of the company’s restricted stock incentive plan in 2022 is legal
(2) The company determines that the first grant date of the incentive plan complies with the relevant provisions on the grant date in the management measures and the incentive plan and its summary.
Therefore, the board of supervisors agreed that the first grant date of the company’s incentive plan was January 21, 2022, and agreed to grant 3.43 million restricted shares to 1099 incentive objects at the grant price of RMB 39 / 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 company’s incentive plan is January 21, 2022, which complies with the administrative measures and other laws and regulations as well as the relevant provisions on the grant date in the incentive plan.
(2) It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company is qualified to implement the incentive plan.
(3) The company determines that the incentive objects granted with restricted shares for the first time comply with relevant laws and regulations such as the company law, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the provisions on Incentive objects in the incentive plan, and their subject qualification as incentive objects in the incentive plan is legal and effective.
(4) During the deliberation of the proposal at the meeting of the board of directors of the company, the incentive object of the incentive plan involves the directors of the company. The related directors have avoided voting on the deliberation of the proposal related to the incentive plan in accordance with the company law, securities law, administrative measures and other laws, regulations and normative documents as well as the relevant provisions of the articles of association. The deliberation and decision-making procedures of the board of directors are legal Compliance.
(5) The company’s implementation of this incentive plan is conducive to further improve the corporate governance structure, establish and improve the company’s incentive and restraint mechanism, enhance the company’s management team, technical backbone and business backbone’s sense of responsibility and mission for realizing the sustainable and healthy development of the company, is conducive to the sustainable development of the company, and does not damage the interests of the company and all shareholders.
In conclusion, it is agreed that the grant date of the company’s incentive plan is January 21, 2022, and it is agreed to grant 3.43 million restricted shares to 1099 incentive objects at the grant price of RMB 39 / share.
(IV) specific conditions of grant
1. Grant date: January 21, 2022
2. Number of granted shares: 3.43 million shares, accounting for about 0.69% of the company’s total share capital of 495168791 shares at the time of draft announcement
3. Number of persons granted: 1099
4. Grant price: RMB 39 / 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 maximum period of restricted shares granted to the incentive object for the first time shall not exceed 48 months from the date of grant to the date of all ownership or invalidation of restricted shares.
(2) The restricted shares granted to the incentive object for the first time in the incentive plan will be vested in several times according to the agreed proportion after 12 months from the date of grant and the incentive object meets the corresponding vesting conditions. The vesting date must be the trading day, but shall not be vested within the following periods:
① 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 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 prescribed by the CSRC and the Shanghai Stock Exchange.
The above “major events” are the transactions or other major events that the company shall disclose in accordance with the Listing Rules of science and Innovation Board of Shanghai Stock Exchange.
If relevant laws, administrative regulations and departmental rules have other provisions on the period that cannot be attributed, the relevant provisions shall prevail.
The vesting period and vesting arrangement of restricted shares granted for the first time in the incentive plan are as follows:
Proportion of the number of vested interests in the vesting time of the vesting arrangement
Proportion of total benefits
30% of the first transaction of restricted shares granted for the first time after 12 months from the date of the first grant
The date from the first vesting period to the last day of 24 months from the date of the first grant
End of next trading day
