Smartway: The 2023 restricted stock incentive plan grants part of the vesting results of the first vesting period for the first time and the announcement of the listing of shares
DATE:  Jan 04 2025

Securities code: 688213 Securities abbreviation: Smartway Announcement No.: 2025-001

SmartSens (Shanghai) Electronic Technology Co., Ltd

2023 Restricted Stock Incentive Plan

The first vesting results of the first vesting period and the announcement of the listing of shares

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:

The type of stock listing is equity incentive shares; The subscription method is offline, and the number of listed shares is 2,129,375 shares.

The total number of shares outstanding in this listing is 2,129,375 shares.

The stock will be listed for circulation on January 8, 2025.

According to the relevant business rules of the China Securities Regulatory Commission, the Shanghai Stock Exchange and the Shanghai Branch of China Securities Depository and Clearing Co., Ltd., Smartway (Shanghai) Electronic Technology Co., Ltd

(hereinafter referred to as the "Company") received the information from China Securities Depository and Clearing Corporation Limited on January 3, 2025

According to the Certificate of Securities Change Registration issued by the Shanghai Branch, the Company has completed the share registration of the first vesting period of the first vesting period of some Class II restricted shares granted under the 2023 Restricted Stock Incentive Plan (hereinafter referred to as the "Incentive Plan"). The relevant situation is hereby announced as follows:

1. The decision-making procedures and related information disclosure of the vesting of restricted shares

(1) On September 22, 2023, the company held the 18th meeting of the first board of directors and deliberated and approved

"Proposal on < > and Summary of the Company's 2023 Restricted Stock Incentive Plan (Draft)", "Proposal on < the > of the Measures for the Implementation of the Assessment and Management Measures of the Company's 2023 Restricted Stock Incentive Plan", "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Company's Equity Incentive Plan" and other related proposals.

On the same day, the company held the 16th meeting of the first board of supervisors, which deliberated and approved the "Proposal on < the Company's 2023 Restricted Stock Incentive Plan (Draft) > and its Summary", "Proposal on < the > of the Implementation Assessment and Management Measures of the Company's 2023 Restricted Stock Incentive Plan", and "

The Board of Supervisors of the Company verified the relevant matters of the incentive plan and issued relevant verification opinions on the >relevant matters of the incentive plan.

(2) On October 26, 2023, 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.: 2023-032), according to the entrustment of other independent directors of the company, Ms. Shi Haina, an independent director, as the solicitor, solicited voting rights from all shareholders of the company on the proposals related to equity incentives deliberated by the company's first extraordinary general meeting of shareholders in 2023 held on November 10, 2023.

(3) From September 25, 2023 to October 5, 2023, the company intends to incentivize the objects of this incentive plan

The information is disclosed within the company. As of the expiration of the publicity period, the board of supervisors of the company has not received any comments from anyone on this time

Objections raised by the proposed incentive. On November 3, 2023, the company was listed on the website of the Shanghai Stock Exchange

(www.sse.com.cn) Disclosed the "Review Opinions and Publicity Statement of the Board of Supervisors on the List of Incentive Recipients Granted for the First Time in the Company's 2023 Restricted Stock Incentive Plan" (Announcement No.: 2023-038).

(4) On November 10, 2023, the company held the first extraordinary general meeting of shareholders in 2023 to deliberate and commence

The "Proposal on the > and Summary of the < Company's 2023 Restricted Stock Incentive Plan (Draft)" and the "Measures for the Management of the Implementation of the < Company's 2023 Restricted Stock Incentive Plan>" have been passed"Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Company's Equity Incentive Plan". At the same time, the company conducted a self-examination on the trading of the company's shares by insiders and incentive recipients 6 months before the announcement of the company's 2023 restricted stock incentive plan (draft), and no use of inside information for stock trading was found. 2023

On November 11, the company disclosed www.sse.com.cn the "About 2023

Self-inspection report on the trading of the company's shares by insiders with inside information of the restricted stock incentive plan (Announcement No.: 2023-040).

(5) On December 8, 2023, the Company held the first meeting of the second session of the Board of Directors and the second session of the Board of Supervisors

At the first meeting, the "Proposal on Adjusting Matters Related to the 2023 Restricted Stock Incentive Plan" and "Proposal on Granting Restricted Shares to Incentive Recipients for the First Time in 2023" were deliberated and approved. The independent directors of the company expressed their independent opinions on the above-mentioned proposals, and the board of supervisors verified the list of incentive recipients on the grant date and issued verification opinions.

(6) On August 23, 2024, the Company held the third meeting of the second board of directors and the second board of supervisors

At the third meeting, the "Proposal on Adjusting Matters Related to the 2023 Restricted Stock Incentive Plan" and the "Proposal on the 2023 Restricted Stock Incentive Plan to Reserve and Grant Restricted Shares to the Incentive Recipients" were deliberated and passed. supervise

The board of directors verified the list of incentive recipients for the grant of restricted shares and issued verification opinions.

(7) On December 13, 2024, the Company held the fifth meeting of the second board of directors and the second session of supervisors

At the fifth meeting, the "Proposal on Abolishing Part of the Restricted Stock Incentive Plan of the Company in 2023 that Have Not Been Vested" and "Proposal on the First Vesting of Part of the Company's 2023 Restricted Stock Incentive Plan for the First Time to Meet the Vesting Conditions" were deliberated and approved. The board of supervisors of the company verified the vesting list and issued verification opinions.

2. The basic situation of the vesting of restricted shares

(1) The number of shares vested this time

The number of vestments that have been granted

Restricted stock vesting restricted amount was granted

Name, Position, Nationality, Quantity, Number of Shares, Restricted Shares

(shares) (shares) The ratio of the total number of votes

example

1. Directors, senior management personnel and core technical personnel

Li Bingjing Chief Financial Officer China 53,316 18,127 34%

2. Other incentive recipients

Other persons deemed by the Board to be in need of incentives 6,209,565 2,111,248 34%

(241 in total)

Total 6,262,881 2,129,375 34%

Note: The above data has excluded 28 people who lost their qualifications for incentives due to resignation, and 2 people who voluntarily gave up their qualifications

All restricted shares that have not yet been vested and 1 person who voluntarily renounces the restricted shares that have been granted but have not yet been vested corresponding to the first vesting period of the incentive object.

(2) The source of the attributable shares: The company issued A shares of ordinary shares of the company to the incentive objects

Ticket.

(3) Number of belongings: 242.

3. The listing and circulation arrangements and changes in share capital of the restricted shares

(1) The listing and circulation date of the vested shares: January 8, 2025.

(2) The number of shares listed and circulated this time: 2,129,375 shares.

(3) Restrictions on the sale and transfer of shares vested by senior management personnel

There is no additional lock-up period after the vesting of the restricted shares granted through this incentive plan, and the lock-up provisions of the granted company shares shall be 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") and other relevant laws, administrative regulations and regulations

The exemplary documents and the Articles of Association are implemented, and the specific contents are as follows:

1. If the incentive object is the company's directors and senior managers, the shares transferred each year during their tenure shall not exceed 25% of the total number of shares of the company held by them; Within half a year after resignation, the shares of the Company held by him shall not be transferred.

2. If the incentive object is the company's directors, senior managers and their spouses, parents and children, the company's shares held by them are sold within 6 months after the purchase, or bought again within 6 months after the sale, and the proceeds therefrom belong to the company, and the board of directors of the company will recover the proceeds.

3. During the validity period of this incentive plan, if there is a change in the relevant provisions of the Company Law, the Securities Law and other relevant laws, administrative regulations, normative documents and the Articles of Association on the transfer of shares held by the company's directors and senior managers, the transfer of the company's shares held by these incentive recipients shall comply with the provisions of the amended Company Law, the Securities Law and other relevant laws, regulations, normative documents and the Articles of Association at the time of transfer.

(4) Changes in share capital

Unit: shares

Before This change After the change

Total share capital 399,712,197 2,129,375 401,841,572

After the vesting of restricted shares, the total share capital of the company increased from 399,712,197 shares to 401,841,572 shares

Share; Mr. Xu Chen, the controlling shareholder, actual controller, chairman and general manager of the company, changed the proportion of special voting rights from 44.26% to 44.11%.

The vesting did not lead to a change in the controlling shareholder and actual controller of the company.

Fourth, the capital verification and share registration

On December 26, 2024, Ernst & Young Huaming Certified Public Accountants (Special General Partnership) issued the "Sci

According to the capital verification report of Wei (Shanghai) Electronic Technology Co., Ltd. (Ernst & Young Huaming (2024) No. 70044970_B01), the first vesting period of the first grant of some Class II restricted shares in this incentive plan meets the vesting conditions

The capital contribution of the incentive recipients has been verified. After verification, as of December 20, 2024, the company has received

The total subscription amount of 2,129,375 ordinary shares paid to 242 restricted stock incentive recipients was RMB57,503,772.12, of which the new registered capital was RMB2,129,375.00 and the capital reserve was increased by RMB55,374,397.12. All incentive recipients contribute money in monetary terms.

On January 3, 2025, the company received a letter from China Securities Depository and Clearing Corporation Shanghai Branch

The registration procedures for the first vesting period of the first vesting period of some Class II restricted shares granted by this incentive plan have been completed.

5. The impact of the new shares after this vesting on the latest financial report

According to the company's "Third Quarter Report 2024", from January to September 2024, the company will be attributable to the listed company

the net profit of the shareholders of the company was 273.2378 million yuan, and the basic earnings per share was 0.68 yuan per share; After this vesting, based on the total share capital of 401,841,572 shares after vesting, the company's basic earnings per share from January to September 2024 will be diluted accordingly under the condition that the net profit attributable to shareholders of the listed company remains unchanged.

The number of restricted shares vested this time is 2,129,375 shares, accounting for approximately 0.53% of the company's total share capital before vesting, which will not have a significant impact on the company's financial position and operating results in the latest period.

The announcement is hereby made.

Board of Directors of SmartSens (Shanghai) Electronic Technology Co., Ltd

January 4, 2025

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