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Stock code: 688012 Stock abbreviation: China Micro Corporation Announcement No.: 2024-066
China Micro Semiconductor Equipment (Shanghai) Co., Ltd
The 2020 Restricted Stock Incentive Plan is reserved for grants
Announcement that the fourth vesting period meets the vesting conditions
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
Important Content Notes:
Number of restricted shares to be vested: 174,238 shares
Source of attributable shares: The company issues A shares of ordinary shares of the company to the incentive recipients
1. Approval and implementation of the equity incentive plan
(1) The plan and implementation procedures of the equity incentive plan
1. The main content of the equity incentive plan
(1) Equity incentive method: the second type of restricted stocks.
(2) Number of grants: The total number of restricted shares granted is 8 million shares, which accounts for about the company's 2020 limit
At the time of the announcement of the draft stock incentive plan (hereinafter referred to as the "incentive plan"), 1.49% of the company's total share capital of 53,4862,237 shares. Among them, 6.7 million shares were granted for the first time, accounting for about 1.25% of the company's total share capital at the time of the announcement of the draft incentive plan; 1.3 million shares were reserved, accounting for approximately 0.24% of the company's total share capital at the time of the announcement of the draft incentive plan.
(3) Grant price: 150 yuan per share (before adjustment), that is, after the grant conditions and vesting conditions are satisfied, the incentive object can purchase the company's A ordinary shares issued by the company to the incentive object at a price of 150 yuan per share.
(4) Number of incentives: 700 people will be awarded for the first time, which are the company's core technical personnel and other personnel who the board of directors deems necessary to be incentive.
(5) The vesting period and vesting arrangements of the restricted shares granted for the first time under this incentive plan are as follows:
Vesting Arrangement Vesting Time The number of vesting rights is accounted for
Proportion of total equity to be given
Restrictive nature of the first grant The first deposit after 12 months from the date of the first grant
The first vesting period of the shares is from the first vesting period to the maximum 25% within 24 months from the date of the first grant
The next trading day
Restrictive nature of the first grant The first deposit after 24 months from the date of the first grant
The second vesting period of the shares is from the easy date to the maximum 25% within 36 months from the date of the first grant
The next trading day
Restrictive nature of the first grant The first deposit after 36 months from the date of the first grant
The third vesting period of the shares is from the date of the change to the maximum of 25% within 48 months from the date of the first grant
The next trading day
Restrictive nature of the first grant The first deposit after 48 months from the date of the first grant
4th vesting period of shares from the date of change to 60 months from the date of first grant to the maximum 25%
The next trading day
The vesting period and vesting ratio of the restricted shares reserved for grant under this incentive plan are as follows:
Vesting Arrangement Vesting Time The number of vesting rights is accounted for
Proportion of total equity to be given
Restrictive nature of the reservation grant The first payment after 12 months from the date of the reservation grant
The first vesting period of the shares is from the date of the first vesting period to the maximum 25% within 24 months from the date of grant of the reservation
The next trading day
Restrictive nature of the reservation grant The first payment after 24 months from the date of the reservation grant
The second vesting period of the shares is from the date of easy to the maximum 25% within 36 months from the date of grant of the reservation
The next trading day
Restrictive nature of the reservation grant The first payment after 36 months from the date of the reservation grant
The third vesting period of the shares is from the easy date to the maximum of 25% within 48 months from the date of grant of the reservation
The next trading day
Restrictive nature of the reservation grant The first payment after 48 months from the date of the reservation grant
The fourth vesting period of the shares is from the easy date to the maximum 25% of the 60 months from the date of grant of the reserved shares
The next trading day
(6) Term of office, company-level performance appraisal requirements and individual-level performance appraisal requirements
(1) The incentive object meets the requirements of the tenure of each attribution period
Each batch of restricted shares granted to the incentive recipient must meet the tenure period of more than 12 months before vesting.
(2) Company-level performance appraisal requirements
The first grant of restricted shares under this incentive plan will be assessed for four fiscal years from 2020 to 2023, and will be assessed once in each fiscal year. Based on the average operating income of 2016-2018, the annual cumulative operating income growth rate of the average operating income of 2016-2018 is determined according to the cumulative value of operating income in each assessment year, and the attribution batch and company-level attribution ratio corresponding to the performance appraisal target of each year are determined. Assuming that the actual operating income growth rate of each assessment year is X, the performance appraisal targets for each year granted for the first time are arranged as follows:
Vesting period Corresponding assessment The business performance appraisal target used in the appraisal year The company-level vesting ratio
Cumulative annual business income
X≧255% 100%
The first one is in 2019 and 2020
2020 200%≦X<255% 80%
Cumulative value of operating income for the period
X<200% 0
2019, 2020 and X≧460% 100%
The second returns
2021 2021 Three-year operating income 370%≦X<460% 80%
Genus period
Cumulative value X<370% 0
2019, 2020, 2021 X≧700% 100%
The third returns
2022 and 4 years of 2022 operating 560% ≦X<700% 80%
Genus period
Cumulative Revenue X<560% 0
2019, 2020, 2021 X≧980% 100%
The fourth returned
2023, 2022 and 2023 800%≦X<980% 80%
Genus period
Five-year cumulative value of operating income X<800% 0
Note: The above "operating income" is calculated based on the data contained in the consolidated financial statements audited by the accounting firm engaged by the company
The average operating income from 2016 to 2018 was 1.074 billion yuan.
The assessment objectives of the reserved part and the attribution ratio at the company level are consistent with the above-mentioned first-time grants.
(3) Individual-level performance appraisal requirements for incentive recipients
The individual-level performance appraisal of the incentive recipients is organized in accordance with the company's current Management by Objectives (MBO) regulations
and determine the number of shares actually vested by the incentive object according to the assessment results. Performance appraisal of the motivator
The results of the audit are divided into five grades, which will be determined according to the corresponding individual-level attribution ratio in the following assessment and rating table
The number of shares actually vested in the incentive object:
Assessment Rating MBO≧1 0.9≦ MBO<1 0.8≦ MBO< 0.9 0.7≦ MBO<0.8 MBO<0.7
Individual-level attribution ratio: 100%, 90%, 80%, 70%, 0
The number of restricted shares actually vested by the incentive object in the current year = the number of individuals planned to vest in the current year × the company
Level attribution ratio× individual level attribution ratio.
2. The decision-making procedures and information disclosure that have been fulfilled in the restricted stock incentive plan
(1) On March 18, 2020, the company held the eighth meeting of the first board of directors, which was deliberated and approved
After the "Proposal on the Company's < 2020 Restricted Stock Incentive Plan (Draft) >(Draft) and its Summary" and "About
The company < the proposal for the implementation of the assessment and management measures for the implementation of the restricted stock and stock appreciation right incentive plan in 2020 >".
and the "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to Equity Incentives" and other proposals. The independent directors of the company expressed their independent opinions on the proposals related to the incentive plan.
On the same day, the company held the fifth meeting of the first board of supervisors, which deliberated and approved the "Proposal on the Company's < 2020 Restricted Stock Incentive Plan (Draft) > and its Summary" and "On the Measures for the Implementation of the Assessment and Management Measures for the Company's < 2020 Restricted Stock and Stock Appreciation Right Incentive Plan>The Board of Supervisors of the Company verified the relevant matters of this incentive plan and issued relevant verification opinions.
(2) On April 3, 2020, the company was listed on the website of the Shanghai Stock Exchange (www.sse.com.cn).
According to the "Announcement on the Public Solicitation of Proxy Voting Rights by Independent Directors" (Announcement No.: 2020-013), according to the entrustment of other independent directors of the company, Mr. Chen, Shimin, an independent director, as the solicitor, solicited voting rights from all shareholders of the company on the proposals related to the company's 2020 restricted stock incentive plan deliberated at the first extraordinary general meeting of shareholders in 2020.
(3) From March 31, 2020 to April 14, 2020, the company intends to incentivize pairs in this incentive plan
The name and position of the elephant are publicized within the company. During the publicity period, the board of supervisors of the company did not receive the relevant incentives
Any objections to the incentive recipients. On April 16, 2020, the company was listed on the Shanghai Stock Exchange
The station (www.sse.com.cn) disclosed the "Announcement and Verification Opinions of the Board of Supervisors on the List of Incentive Recipients of the Company's 2020 Restricted Stock Incentive Plan" (Announcement No.: 2020-016).
(4) On April 21, 2020, the company held the first extraordinary general meeting of shareholders in 2020 to deliberate and commit
The "Proposal on the > and Summary of the Company's < 2020 Restricted Stock Incentive Plan (Draft)" and the "Measures for the Implementation of the Assessment and Management Measures for the Company's < 2020 Restricted Stock and Stock Appreciation Rights Incentive Plan>" have been passed"Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to Equity Incentives".
(5) On April 22, 2020, the company was listed on the website of the Shanghai Stock Exchange (www.sse.com.cn).
The "Self-inspection Report on the Trading of the Company's Shares by Insiders with Inside Information of the Company's 2020 Restricted Stocks and Stock Appreciation Rights Incentive Plan" (Announcement No.: 2020-023) was revealed.
(6) On June 5, 2020, the company held the twelfth meeting of the first board of directors and deliberated and approved
"Proposal on the > and Summary of the Company's < 2020 Restricted Stock Incentive Plan (Revised Draft)" and other proposals. The independent directors of the company expressed their independent opinions on the proposals related to the incentive plan.
On the same day, the company held the eighth meeting of the first board of supervisors, deliberated and passed the "proposal on the company and its summary" and other proposals, and the board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
(7) On June 6, 2020, the company was listed on the website of the Shanghai Stock Exchange (www.sse.com.cn).
According to the "Announcement on the Public Solicitation of Proxy Voting Rights by Independent Directors" (Announcement No.: 2020-036), according to the entrustment of other independent directors of the company, Mr. Chen Shimin, an independent director, as the solicitor, solicited voting rights from all shareholders of the company on the proposals related to the company's 2020 restricted stock incentive plan deliberated at the second extraordinary general meeting of shareholders in 2020.
(8) On June 22, 2020, the company held the second extraordinary general meeting of shareholders in 2020 to deliberate and commit
Passed the "Proposal on the Company's < 2020 Restricted Stock Incentive Plan (Revised Draft) > and Its Summary" and other proposals.
(9) On June 30, 2020, the company held the thirteenth meeting of the first board of directors and the first supervisor
At the ninth meeting of the board of directors, the "Proposal on Granting Restricted Shares to Incentive Recipients for the First Time" was deliberated and approved. The independent directors of the company expressed their independent opinions on the aforesaid matters, and the board of supervisors verified the aforesaid matters and issued verification opinions.
(10) On November 6, 2020, the company held the 16th meeting of the first board of directors and the first supervisor
At the twelfth meeting of the board of directors, the "Proposal on Granting Reserved Part of Restricted Shares to Incentive Recipients" was deliberated and approved. The independent directors of the company expressed their independent opinions on the aforesaid matters, and the board of supervisors verified the aforesaid matters and issued verification opinions.
(11) On July 9, 2021, the company held the 21st meeting of the first board of directors and the first session
At the 15th meeting of the Board of Supervisors, the "Proposal on the Cancellation of Part of the Restricted Stocks", "The Proposal on the First Vesting Period of the First Grant of the Company's 2020 Restricted Stock Incentive Plan Meets the Vesting Conditions", and the "Proposal on the First Exercise Period of the Company's 2020 Stock Appreciation Right Incentive Plan Meets the Exercise Conditions". The independent directors of the company expressed their independent opinions on relevant matters.
(12) On December 9, 2021, the Company held the first meeting of the second session of the board of directors and the second session of supervisors
At the first meeting of the meeting, the "Proposal on Meeting the Vesting Conditions for the First Vesting Period of the Company's 2020 Restricted Stock Incentive Plan Reserved for Grant" and "Proposal on Invalidating Part of the Restricted Shares" were deliberated and approved. The independent directors of the company expressed their independent opinions on relevant matters.
(13) On April 13, 2023, the Company held the 13th meeting of the second session of the board of directors and the second session of the board of directors
At the 11th meeting of the board of directors, the "Proposal on the Cancellation of Part of the Restricted Shares of the 2020 Restricted Stock Incentive Plan", "The Proposal on the First Grant of the Company's 2020 Restricted Stock Incentive Plan and the Second Vesting Period of the Reserved Grant Part Meet the Vesting Conditions", and "On the Company's 2020 Stock Appreciation Proposal" were deliberated and approved
Proposal that the second exercise period of the right incentive plan meets the exercise conditions. The independent directors of the company expressed their independent opinions on relevant matters.
(14) On August 24, 2023, the Company held the 16th meeting of the second session of the board of directors and the second session of the board of directors
At the 14th meeting of the board of directors, the "Proposal on Invalidating and Disposing of Part of the Restricted Shares of the 2020 Restricted Stock Incentive Plan", "The Proposal on the Satisfaction of the Vesting Conditions in the Third Vesting Period of the Company's 2020 Restricted Stock Incentive Plan for the First Time", and "The Proposal on the Compliance of the Exercise Conditions in the Third Exercise Period of the Company's 2020 Stock Appreciation Rights Incentive Plan" were deliberated and approved. The independent directors of the company expressed their independent opinions on relevant matters.
(15) On October 26, 2023, the company held the 17th meeting of the second board of directors and the second session
At the 15th meeting of the Board of Supervisors, the "Regarding the Adjustment of the Company in 2020, 2022 and 2023" was deliberated and approved
Proposal on the Grant Price of the Restricted Stock Incentive Plan" and "Proposal on Adjusting the Exercise Price of the Company's 2020 Stock Appreciation Right Incentive Plan". The independent directors of the company expressed their independent opinions on relevant matters.
(16) On November 7, 2023, the company held the 18th meeting of the second board of directors and the second session of the board of directors
At the 16th meeting of the Board of Directors, the "Proposal on the Cancellation of Part of the Restricted Shares" and the "Proposal on the Third Vesting Period of the Reserved Grant Part of the Company's 2020 Restricted Stock Incentive Plan Meet the Vesting Conditions" were deliberated and approved. The independent directors of the company expressed their independent opinions on relevant matters.
(17) On June 12, 2024, the Company held the 24th meeting and the second session of the second session of the Board of Directors
At the 21st meeting of the Board of Supervisors, the "Proposal on Adjusting Matters Related to the Company's 2020, 2022, 2023 and 2024 Restricted Stock Incentive Plans" was deliberated and approved. The Board of Supervisors verified the aforesaid matters and issued verification opinions.
(18) On August 22, 2024, the Company held the 25th meeting of the second session of the Board of Directors
At the 22nd meeting of the Board of Supervisors, the "Proposal on Invalidating Part of the Restricted Shares of the 2020 Restricted Stock Incentive Plan" and "The Proposal on Meeting the Vesting Conditions for the First Grant of Part of the Company's 2020 Restricted Stock Incentive Plan for the First Time in the Fourth Vesting Period" were deliberated and approved.
(19) On October 29, 2024, the company held the 26th meeting of the second board of directors
At the 23rd meeting of the Board of Supervisors, the "Proposal on the Cancellation of Part of the Restricted Shares" and the "Proposal on the Fourth Vesting Period of the Reserved Grant Part of the Company's 2020 Restricted Stock Incentive Plan Meet the Vesting Conditions" were deliberated and approved.
(2) Grant of restricted shares
On June 30, 2020, the company granted 6.7 million restricted shares to the incentive recipients for the first time; 2020
On November 6, 1,039,890 reserved restricted shares were granted to 188 incentive recipients.
Date of Grant Price Quantity of Grant Number of Grants Post-grant restrictiveness
(adjusted) number of shares remaining
In 2020, 149.5 yuan / share, 6.7 million shares, 700 people, 1.3 million shares
June 30th
In 2020, 149.5 yuan/share, 1,039,890 shares, 188 people, 260,110 shares
Nov. 6
On June 22, 2020, the company held the second extraordinary general meeting of shareholders in 2020, which was reviewed and approved
"Proposal on the > and Summary of the Company's < 2020 Restricted Stock Incentive Plan (Revised Draft)". cut
As of June 22, 2021, the remaining 260,110 restricted shares reserved in the incentive plan were not specified
The 260,110 restricted shares of the reserved rights have been invalidated.
(3) The vesting of restricted shares in each period of the incentive plan
As of the date of this announcement, part of the vesting of the company's incentive plan granted for the first time is as follows.
Vesting Period Vesting Price Vesting Quantity Vesting Listing Date Vesting Number (Person)
The first vesting period was 150 yuan/share, 1,152,908 shares, 540 on August 24, 2021
The second vesting period is 150 yuan/share 1,039,890 shares on May 4, 2023 and 472 people
May 9, 2023
The third vesting period is 149.8 yuan/share, 944,192 shares, and 452 people on November 21, 2023
The fourth vesting period is 149.5 yuan/share 898,440 shares on October 29, 2024, 418 people
The 210,304 restricted shares of 162 incentive recipients that were not vested in the first vesting period were invalidated by the company, and the vesting of the second and third vesting periods of the reserved grant part is as follows:
Vesting Period Vesting Price Vesting Quantity Vesting Listing Date Vesting Number (Person)
The second vesting period is 150 yuan/share 140,124 shares on May 4, 2023 and 114 people
May 9, 2023
The third vesting period is 149.8 yuan/share, 136,708 shares, 115 on November 21, 2023
2. Explanation of the vesting conditions of restricted shares
(1) The deliberation of the board of directors on whether the vesting conditions of the restricted shares have been fulfilled
On October 29, 2024, the company held the 26th meeting of the second board of directors to deliberate and approve the "Guan
Proposal to reserve the fourth vesting period of the grant part of the company's 2020 restricted stock incentive plan to meet the vesting conditions. According to the authorization of the board of directors at the first extraordinary general meeting of shareholders of the company in 2020, the board of directors believes that the vesting conditions stipulated in the fourth vesting period of the reserved grant part of the company's 2020 restricted stock incentive plan have been achieved, and the number of attributable shares is 174,238 shares, and it is agreed that the company will handle matters related to the vesting of eligible incentive objects in accordance with the relevant provisions of the incentive plan.
(2) An explanation of the attribution of the incentive object in accordance with the vesting conditions stipulated in the incentive plan
1. The fourth vesting period of the restricted shares reserved for grant in this incentive plan
In accordance with the relevant provisions of the 2020 Restricted Stock Incentive Plan (Revised Draft), the reserved grant
The fourth vesting period for restricted stock is "the first transaction after 48 months from the date of grant of the reserved portion."
to the last trading day within 60 months from the date of grant of the reserved portion". This incentive plan is reserved for granting
The grant date is November 6, 2020, so the fourth vesting period of the restricted shares reserved for grant is 2024
November 7 to November 6, 2025.
2. Explanation that the reserved restricted shares meet the vesting conditions
In accordance with the authorization of the company's first extraordinary general meeting of shareholders in 2020, according to the company's "2020 Restricted Shares
Vote Incentive Plan (Revised Draft)" and the "2020 Restricted Stock and Stock Appreciation Right Incentive Plan" Implementation
The relevant provisions of the Measures for the Administration of Assessment stipulate that the incentive plan reserves the fourth vesting period for the grant of part of the restricted shares
The vesting conditions have been fulfilled, and the achievement of the vesting conditions is explained as follows:
Attribution conditions Achievement status
(1) The company has not experienced any of the following circumstances:
1. The financial accounting report of the most recent fiscal year was denied by a certified public accountant
Opinion or audit report that cannot express an opinion;
2. The internal control of the financial report of the most recent fiscal year was issued by a certified public accountant
Negative opinion or inability to express an audit report; The company did not have the aforesaid circumstances and met the vesting conditions.
3. In the last 36 months after listing, there have been failures in accordance with laws and regulations, articles of association,
Publicly committed to the distribution of profits;
4. Where laws and regulations stipulate that equity incentives shall not be implemented;
5. Other circumstances recognized by the China Securities Regulatory Commission.
(2) The incentive recipient has not experienced any of the following circumstances:
1. Identified as an unsuitable person by the stock exchange within the last 12 months;
2. It has been deemed inappropriate by the China Securities Regulatory Commission and its dispatched agencies in the past 12 months
Candidate;
3. In the past 12 months, the China Securities Regulatory Commission and its incentive recipients have not been assigned to the above circumstances due to major violations of laws and regulations, and meet the vesting conditions. administrative penalties or market entry ban measures;
4. Those who have the provisions of the Company Law shall not serve as directors or senior managers of the company
the circumstances of the employee;
5. Laws and regulations stipulate that it is not allowed to participate in the equity incentive of listed companies;
6. Other circumstances identified by the China Securities Regulatory Commission.
(3) Requirements for the tenure of the vesting period The company's 2020 restricted stock incentive plan is reserved for grant
Before vesting, 12 131 incentive recipients who are still in service must meet the vesting term of each batch of restricted shares granted to the incentive recipients
The term of office is more than one month. Requirements.
(4) Company-level performance appraisal requirements
The fourth vesting period assessment year is 2023. According to PricewaterhouseCoopers Zhongtian Certified Public Accountants (PwC)
Based on the average operating income of 2016-2018, the company's 2023 annual report is reviewed according to the assessment year
The annual report on the cumulative value of operating income compared to the average operating income from 2016 to 2018 (PricewaterhouseCoopers Zhongtian Xianzi (2024) No. 10095
The cumulative growth rate of operating income shall determine the corresponding classification of the performance appraisal target for each year): 2023 The company's operating income will be realized
Batch- and company-level attribution ratios. The specific assessment arrangements for 2023 are as follows: 6,263,513,581.37 yuan, and the company will achieve business in 2022
Attributable to the company-level attributable income of the assessment year was 4,739,830,997.55 yuan, and the company was in 2021
Period Assessment Business Performance Appraisal Target Proportion Operating income of 3,108,134,730.67 yuan, 2020
Annual revenue: The company achieved operating income;
In 2019, X≧980% 100% 2,273,291,898.06
In 2020, 800% ≦ X< 2019 The company achieved operating income of 1,946,949,250.75
Fourth, 2021, 980% 80%, 2019, 2020, 2021, 2022
Comparison of the cumulative operating income for 202 and 2022 and 2023
Period 3 2023 5 Growth in average operating income from 2016 to 2018
The annual operating income is X<800% 0 1607.53%, and the company-level attribution ratio reaches 100%.
into the cumulative value
(5) Individual-level performance appraisal requirements
The individual-level performance appraisal of the incentive recipients is managed in accordance with the company's current objectives
(MBO) stipulates the organization and implementation, and determines it according to the assessment results of the incentive object
The number of shares actually vested. The performance appraisal results of the incentive recipients are divided into five
grade, at that time, according to the corresponding individual-level attribution ratio in the following assessment and rating table
Determine the actual number of shares vested by the incentive recipient: The company's 2020 restricted stock incentive plan is reserved for granting
Assessment MBO≧ 0.9≦ 0.8≦ 0.7≦ Among the 131 incentive recipients who are still employed: 131 incentive pairs
MBO<0. For example, the 2023 individual performance appraisal evaluation result is "MBO
Level MBO<0. MBO<0.
1 MBO<1 7 ≧1", with an individual-level vesting ratio of 100% in the current period.
9 8
Personal layer
Polygon attribution 100% 90% 80% 70% 0
proportion
The number of restricted shares actually vested by the incentive object in the current year = the individual in the current year
The number of attributions× the proportion of attribution at the company level × the proportion of attribution at the individual level.
(3) The treatment of some restricted stocks that do not meet the vesting conditions
For the invalidation of some restricted shares that do not meet the vesting conditions, please refer to the "About Invalidation for details".
Announcement on the Handling of Certain Restricted Shares of the 2020 Restricted Stock Incentive Plan.
(4) Opinions of the Board of Supervisors
The Board of Supervisors believes that: according to the Company's "2020 Restricted Stock Incentive Plan (Revised Draft)".
It is stipulated that the vesting conditions for the fourth vesting period reserved for the grant of the incentive plan have been fulfilled. This time it is in line with the return
The vesting qualifications of the 131 incentive recipients who are eligible are legal and valid, and the number of restricted shares that can be attributed is
174,238 shares. The attribution arrangement and review procedures are in accordance with the Company Law of the People's Republic of China and the China Stock Exchange
Securities Law of the People's Republic of China, Administrative Measures for Equity Incentives of Listed Companies, and Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange
The Listing Rules and other laws and regulations, as well as the relevant provisions of the Company's 2020 Restricted Stock Incentive Plan (Revised Draft), do not harm the interests of the Company and its shareholders.
3. The specific situation of this attribution
(1) Reserved grant date: November 6, 2020.
(2) Number of vested shares: 174,238 shares.
(3) Number of belongings: 131.
(4) Grant price (adjusted): 149.5 yuan per share.
(5) Source of shares: A shares of the company's ordinary shares issued by the company to the incentive recipients.
(6) The list of incentive recipients and their attribution
Vested Vesting Amount Granted Attributable to Owned
Name Nationality Position Restricted Stock Number (10,000 Restricted Shares Granted
Number (10,000 shares) Shares) The proportion of the total number of shares
1. Directors and senior managers
/ / / / / /
Second, the core technical personnel
/ / / / / /
3. Other incentive recipients
Other persons deemed by the Board of Directors to be in need of incentives (131) 69.6346 17.4238 25%
Total (131 people) 69.6346 17.4238 25%
Note: If the total number in the above table does not match the mantissa of the sum of the sub-values, it is due to rounding.
4. The board of supervisors verifies the list of incentive recipients
After verification, the Board of Supervisors believes that among the incentive objects reserved for grant in the company's 2020 restricted stock incentive plan, the 131 incentive targets to be vested this time meet the qualifications stipulated in the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China and other laws, regulations and normative documents, as well as the articles of association of the company, meet the incentive object conditions stipulated in laws, regulations and normative documents such as the Administrative Measures for Equity Incentives of Listed Companies and the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and meet the requirements of the incentive objects stipulated in laws, regulations and normative documents such as the The scope of incentive objects stipulated in the 2020 Restricted Stock Incentive Plan (Revised Draft) is legal and valid as the main qualification of the incentive object of the company's restricted stock incentive plan, and the vesting conditions for the incentive object to be granted restricted shares have been fulfilled.
The Board of Supervisors agreed to the vesting of the 131 eligible incentive recipients, corresponding to the vesting of restricted shares
The number of shares is 174,238 shares. The above-mentioned matters comply with the conditions stipulated in relevant laws, regulations and normative documents, and there is no harm to the interests of the company and shareholders.
5. Explanation of the vesting date and the trading of the company's shares
The company will handle the registration procedures for the ownership of restricted shares and related attributable shares of incentive recipients in a unified manner according to the vesting window period stipulated in the policy, and determine the date on which China Securities Depository and Clearing Corporation Shanghai Branch completes the registration procedures for share change as the vesting date.
The incentive objects reserved for granting under this incentive plan do not include directors and senior management.
6. Accounting and explanation of restricted stock expenses
The company is in accordance with Accounting Standard for Business Enterprises No. 11 - Share-based Payment and Accounting Standard for Business Enterprises No. 22
- Recognition and measurement of financial instruments", to determine the fair value of restricted shares on the grant date, the company will revise the estimated number of attributable restricted shares on each balance sheet date from the grant date to the vesting date, based on the latest changes in the number of attributable shares, the completion of performance indicators and other follow-up information, and according to the fair value of the restricted shares on the grant date, the services obtained in the current period will be included in the relevant costs or expenses and capital reserve.
After the company grants the restricted shares on the grant date, it has amortized the expenses related to the restricted shares in accordance with the accounting standards in the corresponding waiting period, which is subject to the annual audit report issued by the accounting firm, and the vesting of the restricted shares will not have a significant impact on the company's financial position and operating results.
7. Concluding observations of the legal opinion
To sum up, the lawyers of AllBright Law Offices believe that:
1. The company has obtained the necessary approvals and authorizations for the implementation, in accordance with the "Company Law", "Securities Law", "Administrative Measures" and other relevant laws and regulations, as well as the provisions of the "Restricted Stock Incentive Plan";
2. The restricted shares reserved for grant of the company's restricted stock incentive plan have entered the fourth vesting period, and the vesting conditions for the fourth vesting period have been achieved, and the company's implementation of this vesting complies with the relevant provisions of the Company Law, the Securities Law, the Administrative Measures and the Restricted Stock Incentive Plan;
3. The reasons for the cancellation of some restricted shares of the restricted stock incentive plan and the number of invalidated shares comply with the provisions of the Company Law, the Securities Law, the Administrative Measures and the Restricted Stock Incentive Plan.
The announcement is hereby made.
Board of Directors of AMEC Semiconductor Equipment (Shanghai) Co., Ltd
October 30, 2024
Ticker Name
Percentage Change
Inclusion Date