Securities code: 300456 securities abbreviation: Sai Microelectronics Inc(300456) Announcement No.: 2022-008 Sai Microelectronics Inc(300456)
About the first grant of restricted stock incentive plan in 2021
Announcement on the completion of the registration of class I restricted shares
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.
Important content tips:
1. Listing date of the first class of restricted shares granted for the first time: January 27, 2022;
2. Registered number of class I restricted shares granted for the first time: 3.31 million shares, accounting for 0.45% of the company’s total share capital of 72997907200 shares before the grant;
3. The grant price of the first class of restricted shares for the first time: 12.45 yuan / share;
4. Number of registrants of class I restricted shares granted for the first time: 21;
5. Source of the first type of restricted stock granted for the first time: the company issues A-share common stock to the incentive object.
Sai Microelectronics Inc(300456) (hereinafter referred to as “the company”) held the 19th meeting of the 4th board of directors and the 16th meeting of the 4th board of supervisors on December 3, 2021, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. According to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the Listing Rules of gem shares of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) According to the relevant provisions of the company’s 2021 restricted stock incentive plan (hereinafter referred to as the “incentive plan”) and the relevant rules of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the company has completed the grant registration of class I restricted shares for the first time in the incentive plan. The specific conditions are hereby announced as follows:
1、 Relevant approval procedures of the incentive plan have been performed
(I) on November 10, 2021, the 18th meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, and the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, proposal on convening the second extraordinary general meeting of shareholders in 2021, etc. The independent directors of the company expressed independent opinions on whether the equity incentive plan is conducive to the sustainable development of the company and whether there is any situation damaging the interests of the company and all shareholders.
(II) on November 10, 2021, the 15th meeting of the Fourth Board of supervisors of the company deliberated and adopted the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary 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 verifying the list of incentive objects of the company’s restricted stock incentive plan in 2021. The company has publicized the list of incentive objects within the company. After the expiration of the publicity, the board of supervisors checked the list of incentive objects granted by the equity incentive plan and explained the publicity.
(III) on November 17, 2021, the company disclosed the 2021 restricted stock incentive plan (draft updated).
(IV) on November 26, 2021, the second extraordinary general meeting of the company in 2021 deliberated and passed the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, and the proposal on the measures for the administration of the implementation and assessment of the company’s 2021 restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The company’s implementation of the restricted stock incentive plan in 2021 was approved, and the board of directors was authorized to determine the grant date, grant restricted shares to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant. On the same day, the company disclosed the Sai Microelectronics Inc(300456) self inspection report on the trading of the company’s shares by insiders of the restricted stock incentive plan in 2021.
(V) on December 3, 2021, the 19th meeting of the 4th board of directors and the 16th meeting of the 4th board of supervisors deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed independent opinions on this and believed that the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions.
2、 Grant of first class restricted shares
(I) first grant date: December 3, 2021
(II) number of First grants: 3.31 million shares
(III) number of persons granted for the first time: 21
(IV) grant price: 12.45 yuan / share
(V) stock source: the company issues A-share common stock to the incentive object
(VI) the distribution of class I restricted shares granted for the first time among incentive objects is shown in the table below:
Restricted shares granted account for the first time, accounting for the current total share capital
Name Nationality position number of shares total proportion of restricted shares
Proportion of (10000 shares)
Zhang abin, director, deputy general manager and director of China 70.00 21.15% 0.10%
Board Secretary
Cai Meng, deputy general manager and chief financial officer of China 50.00 15.11% 0.07%
Zhou Jiayu, deputy general manager of China 50.00 15.11% 0.07%
Liu Bo, deputy general manager of China 30.00 9.06% 0.04%
Middle managers and / or core technical / business personnel 131.00 39.58% 0.18%
(17 persons)
Total 331.00 100.00% 0.45%
Note: (1) the shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company.
The total number of subject shares involved in all effective incentive plans 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. (2) The incentive objects of the plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. (3) 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.
(VII) validity period, sales restriction period and lifting of sales restriction of the incentive plan
The validity period of class I restricted shares in the incentive plan is from the date of completion of the registration of the grant of restricted shares to the date of lifting the restriction on the sale or repurchase cancellation of all restricted shares, with a maximum of 48 months.
The first type of restricted shares granted under the incentive plan are subject to different restricted sales periods, which are 12 months, 24 months and 36 months respectively from the date of completion of 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. The shares and dividends obtained by the incentive object from the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision and other shares and dividends obtained from the granted restricted shares that have not been lifted shall be locked in accordance with the plan at the same time.
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. When the conditions for lifting the restriction of restricted shares are not fulfilled, the relevant rights and interests shall not be deferred to the next period.
(1) 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 as follows:
The number of sales restrictions lifted accounts for the first category
Number of restricted shares granted for the first time at the time of lifting the restrictions
Proportion of quantity
30% of the first release period after 12 months from the date of completion of the first grant registration
From the first trading day to the date of completion of the first grant registration
End of the last trading day within 24 months
After 24 months from the date of completion of the first grant registration
30% from the first trading day of the second release period to the date of completion of the first grant registration
End of the last trading day within 36 months
36 months after the completion of the first grant registration
40% from the first trading day of the third release period to the completion of the first grant registration
End of the last trading day within 48 months
For restricted shares that have not applied for lifting the restrictions on sales within the above agreed period, the company will repurchase and cancel them in accordance with the principles specified in this incentive plan.
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.
(VIII) performance assessment requirements of the incentive plan
1. Company level performance assessment requirements
The assessment year of the incentive plan is three fiscal years from 2021 to 2023, and one assessment is made in each fiscal year.
The annual performance assessment objectives of the first part of the award are as follows:
Lifting the restriction period the first lifting the restriction period the second lifting the restriction period the third lifting the restriction period
Net assets income assessment indicators of net assets income operating income profit rate operating income profit rate (ROE) (ROE)
2021, 2022, 2023
Assessment year
Target value target value trigger value (b) target value (a) target value
Operating income not lower than operating income not lower roe is positive operating income not lower operating income not lower roe is positive listed company – G 820 million yuan at 1.25 billion yuan at 2 billion yuan 2.270 billion yuan (A1)
（B1）
Sweden silex operating income not less than operating income not less than operating income not less than operating income not less than
Production line 750 million yuan to 820 million yuan – 960 million yuan – 1.030 billion yuan (A2) – (Fab1 & 2) – S (B2)
The operating income of SELEX is not less than the operating income is not low, the operating income is not low, and the operating income is not less than
Beijing production line 50 million yuan to 350 million yuan – 800 million yuan to 1 billion yuan (A3) – (fab3) – J (B3)
① For the performance appraisal in 2021, if the listed company fails to meet the above performance appraisal objectives (i.e. fails to meet the operating income target set in 2021), all incentive objects shall not lift the restrictions on the sale of class I restricted shares in the corresponding appraisal year, which shall be repurchased and cancelled by the company, and the repurchase price shall be the grant price plus the deposit interest of the bank in the same period;
If the listed company achieves the above performance test
