Securities code: 603893 securities abbreviation: Rockchip Electronics Co.Ltd(603893) Announcement No.: 2022-004 Rockchip Electronics Co.Ltd(603893)
Summary announcement of stock option and 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Equity incentive: stock option and restricted stock.
Source of shares: Rockchip Electronics Co.Ltd(603893) (hereinafter referred to as “the company”) issues A-share ordinary shares to the incentive object.
The company plans to grant a total of 3 million equity shares to the incentive objects, and the type of underlying shares involved is RMB A-share common shares, accounting for 0.72% of the total share capital of the company as of December 31, 2021.
1、 Basic information of the company
(I) Company Profile
With the approval of China Securities Regulatory Commission, the company was listed on Shanghai Stock Exchange on February 7, 2020, and its registered address is building 18, No. 89, software Avenue, Gulou District, Fuzhou. The company is an integrated circuit design company focusing on intelligent application processor chips, power management chips and other chips. It is mainly committed to the design, development and sales of large-scale integrated circuits and application solutions, and provides customers with complete reference solutions such as chips and algorithms. The company’s products cover intelligent application processor chips, power management chips, interface conversion chips, wireless connection chips and combined devices related to self-developed chips. After years of development, the company has accumulated rich technology and experience in large-scale SOC chip design, image signal processing, high-definition video codec, artificial intelligence system and system software development, forming a multi-level and multi platform professional solution, covering all kinds of emerging intelligent hardware, Especially in the application field of artificial intelligence internet of things (aiot), which has developed rapidly in recent years. The company has become a leading aiot chip supplier in China. Its products are all over the periphery of life and production, and are widely used in commercial office equipment, machine vision, educational products, automotive electronics, industrial intelligent equipment, consumer electronics and other industries.
(II) performance of the company from 2018 to 2020
Unit: 10000 yuan currency: RMB
Main accounting data 2020 2019 2018
Operating income 186338.72 140772.57 127089.51
Net profit attributable to shareholders of listed company 31997.26 20470.70 19215.62
Net profit attributable to shareholders of listed companies after deducting non recurring profits and losses of 27182.99, 17699.98 and 17370.44
Net cash flow from operating activities 56047.96 42670.15 37711.19
End of 2020 end of 2019 end of 2018
Net assets attributable to shareholders of listed companies 226080.33 171596.02 151111.79
Total assets 271842.23 206401.12 174060.67
Net assets per share (yuan / share) 5.61 4.63 4.08
Main financial indicators end of 2020 2019 2018
Basic earnings per share (yuan / share) 0.79 0.55 0.52
Weighted average return on net assets (%) 15.32 12.69 13.48
(III) composition of the company’s board of directors, board of supervisors and senior managers
1. Composition of the board of directors
The current board of directors of the company consists of five directors, namely: Mr. Li Min, chairman of the board, Mr. Huang Xu and Mr. Zhang Shuai, independent directors Mr. Gao Qiquan and Mr. Huang xingshuang.
2. Composition of the board of supervisors
The current board of supervisors of the company consists of three supervisors: Mr. Fang Saihong, chairman of the board of supervisors and employee representative supervisor, Mr. Wu Yiliang and Mr. Zhang chongsong.
3. Composition of senior management
The company currently has 7 senior managers, including Mr. Li Min, Mr. Huang Xu, Mr. Wang Haimin, Mr. Chen Feng, Mr. Fang Qiang, Mr. Hu Qiuping and Ms. Lin Yuqiu.
2、 Purpose and principle of equity incentive plan
In order to further improve the company’s long-term incentive mechanism, so as to fully and effectively mobilize the initiative, enthusiasm and creativity of the company’s employees, attract and retain excellent talents, effectively combine the interests of shareholders, the company and employees, and enable all parties to pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, In accordance with the principle of equal income and contribution, in accordance with 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 other relevant laws The incentive plan is formulated in accordance with the regulations, normative documents and the Rockchip Electronics Co.Ltd(603893) articles of Association (hereinafter referred to as the “articles of association”).
3、 Equity incentive method and source of underlying stock
The equity incentive method of this incentive plan is to grant stock options and restricted shares to the incentive object.
The source of the underlying stock involved in the incentive plan is the company’s directional issuance of A-share common shares to the incentive object. 4、 Number of rights and interests to be granted under the equity incentive plan
The incentive plan plans to grant a total of 3 million equity shares to the incentive objects, and the type of underlying shares involved is RMB A-share common shares, accounting for 0.72% of the total share capital of the company as of December 31, 2021.
The grant part is as follows:
Stock option incentive plan: the company plans to grant 2.84 million stock options to the incentive objects, involving RMB A-share ordinary shares, accounting for 0.68% of the total share capital of the company as of December 31, 2021, of which 2.3 million are granted for the first time, accounting for 0.55% of the total share capital of the company as of December 31, 2021, The first grant accounts for 76.67% of the total equity granted this time; 540000 shares are reserved, accounting for 0.13% of the total share capital of 417251200 shares as of December 31, 2021, and the reserved part accounts for 18.00% of the total equity granted this time. On the condition that the exercise conditions are met, each stock option granted to the incentive object has the right to purchase a share of the company’s stock at the exercise price within the validity period.
Restricted stock incentive plan: the company plans to grant 160000 restricted shares to the incentive objects. The type of underlying shares involved is RMB A-share common shares, accounting for 0.04% of the total share capital of the company as of December 31, 2021, of which 100000 shares are granted for the first time, accounting for 0.02% of the total share capital of the company as of December 31, 2021, The first grant accounts for 3.33% of the total equity granted this time; 60000 shares are reserved, accounting for 0.01% of the total share capital of 417251200 shares as of December 31, 2021, and the reserved part accounts for 2.00% of the total equity granted this time.
The company implemented the stock option and restricted stock incentive plan in 2020. As of December 31, 2021, there are still 5.0604 million shares of equity within the validity period. Together with the 3 million shares to be granted this time, the total amount is
There are 8.0604 million equity shares, accounting for 1.93% of the company’s total share capital of 417251200 shares as of December 31, 2021.
The total number of underlying shares involved in all equity incentive plans of the company within the validity period does not exceed 10% of the total share capital of the company. The cumulative number of shares granted to any incentive object in this incentive plan through all equity incentive plans within the validity period does not exceed 1% of the total share capital of the company.
During the period from the date of announcement of the incentive plan to the completion of the exercise of stock options or the registration of restricted shares by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, stock subdivision or reduction, allotment and so on, the number of stock options and restricted shares and the total number of underlying shares involved will be adjusted accordingly. 5、 Scope and distribution of incentive objects of equity incentive plan
(I) basis for determining incentive objects
1. Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined according to the company law, securities law, administrative measures and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive objects of this incentive plan are the company’s core technical personnel, technical backbone personnel and business backbone personnel (excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children).
(II) scope of incentive objects
The total number of incentive objects to be granted for the first time in this incentive plan is 137, including the company’s core technical personnel, technical backbone personnel and business backbone personnel.
The incentive objects involved in this incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
All incentive objects must have employment or labor relations with the company when the incentive plan grants rights and interests. The incentive objects of the reserved 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 independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall disclose relevant information in a timely and accurate manner 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. In principle, the standard for determining the reserved incentive object shall be determined with reference to the standard for the first award.
(III) verification of incentive objects
1. After the incentive plan is reviewed and approved by the board of directors, the company will publicize the names and positions of incentive objects internally for a period of no less than 10 days.
2. The board of supervisors of the company will review the list of incentive objects, fully listen to the publicity opinions, and disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects five days before the general meeting of shareholders of the company deliberates the incentive plan. 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.
(IV) distribution of stock options and restricted shares granted to incentive objects
The distribution of stock options and restricted shares granted by the incentive plan among incentive objects is shown in the table below:
The proportion of the rights and interests granted to the total share capital (10000 shares) (10000 shares) (10000 shares) of the total number of shares and total interests of the current name job option quantitative shares
Core technical personnel, technical backbone, 230.00 10.00 240.00 80.00% 0.58% business backbone (137 persons)
Reserved part 54.00 6.00 60.00 20.00% 0.14%
Total 284.00 16.00 300.00 100.00% 0.72%
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 current total share capital of the company. The total number of underlying shares involved in all effective incentive plans of the company shall not exceed 10% of the current total share capital of the company.
2. The incentive objects of this incentive 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.
6、 Stock option exercise price / restricted stock grant price and its determination method
(I) exercise price of stock option granted for the first time and its determination method
1. Exercise price of stock option granted for the first time
The exercise price of the stock option granted for the first time is 121.04 yuan per share.
2. Method for determining the exercise price of stock options granted for the first time
Initial grant of shares
