Securities code: 688188 Securities abbreviation: Baichu Electronics Announcement No.: 2024-056
Shanghai Baichu Electronic Technology Co., Ltd
Announcement on the first grant of restricted shares to incentive recipients
The board of directors and all directors of the company guarantee that there is no false record, misleading statement or material omission 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:
Restricted Stock Grant Date: September 6, 2024
Number of restricted shares granted: 879,000 shares, accounting for 205,452,708 shares of the company's total share capital
0.43%
Equity incentive method: Class II restricted stocks
Shanghai Bochu Electronic Technology Co., Ltd. (hereinafter referred to as the "Company" or "Bochu Electronics") is granted restricted shares as stipulated in the "2024 Restricted Stock Incentive Plan (Draft)" (hereinafter referred to as the "Restricted Stock Incentive Plan (Draft)" or "the Incentive Plan").
The conditions have been fulfilled, and the Company will be issued in September 2024 as authorized by the Company's Second Extraordinary General Meeting of Shareholders in 2024
The sixth meeting of the third board of directors and the sixth meeting of the third board of directors were held on June 6, and they were deliberated and approved
The "Proposal on the First Grant of Restricted Shares to Incentive Recipients" is determined to be granted for the first time on September 6, 2024
On the same day, 879,000 restricted shares were granted to 24 incentive recipients at a grant price of 93.94 yuan per share.
The relevant matters are explained as follows:
1. Grant of restricted shares
(1) The decision-making procedures and information disclosure that have been performed for the restricted stock grant
1. On August 14, 2024, the company held the third meeting of the third board of directors and deliberated and approved the "Guan
< > and Summary of the 2024 Restricted Stock Incentive Plan (Draft) of Shanghai Bochu Electronic Technology Co., Ltd. and "Proposal on < 2024 Restricted Stock Incentive of Shanghai Bochu Electronic Technology Co., Ltd."
Proposal on the Implementation of the Assessment and Management Measures >" and "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Company's 2024 Restricted Stock Incentive Plan". For details of the above situation, please refer to the "Announcement on the Resolution of the Third Meeting of the Third Board of Directors" (Announcement No.: 2024-045) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).
On August 14, 2024, the company held the third meeting of the third board of supervisors, which deliberated and approved the "About
2. On August 14, 2024, according to the entrustment of other independent directors of the company, independent director Zeng Saixing first
As the solicitor, he solicited voting rights from all shareholders of the company on the proposals related to the company's incentive plan deliberated at the second extraordinary general meeting of shareholders in 2024. For details of the above information, please refer to the "Announcement on the Public Solicitation of Proxy Voting Rights by Independent Directors" (Announcement No.: 2024-043) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).
3. From August 14, 2024 to August 23, 2024, the company intends to incentivize the objects of this incentive plan
The name and position/position of the company are publicized within the company. Within the time limit of publicity, the board of supervisors of the company did not receive any objection related to the incentive objects raised by anyone on the list of proposed incentive objects. For details of the above situation, please refer to the "Explanation of the Board of Supervisors on the Review Opinions and Publicity of the List of Incentive Recipients Granted for the First Time of the Company's 2024 Restricted Stock Incentive Plan" (Announcement No.: 2024-050) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).
4. On August 30, 2024, the company held the second extraordinary general meeting of shareholders in 2024, which was deliberated and approved
"Proposal on < > and Summary of the 2024 Restricted Stock Incentive Plan (Draft) of Shanghai Baichu Electronic Technology Co., Ltd." and "Measures for
Announcement of the Resolution of the Second Extraordinary General Meeting of Shareholders in 2024 (Announcement No.: 2024-052) disclosed on the website of the Securities Exchange (www.sse.com.cn).
5. On August 31, 2024, the company disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn).
The "Self-inspection Report of Shanghai Baichu Electronic Technology Co., Ltd. on the Trading of the Company's Shares by Partially Granted to Some Incentive Recipients and Insiders of the 2024 Restricted Stock Incentive Plan for the First Time" (Announcement No.: 2024-053).
6. On September 6, 2024, the company held the sixth meeting of the third board of directors and deliberated and approved the "Guan
Proposal for the first grant of restricted shares to incentive recipients. For details of the above situation, please refer to the "Announcement on the Resolution of the Sixth Meeting of the Third Board of Directors" (Announcement No.: 2024-057) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).
On September 6, 2024, the company held the sixth meeting of the third board of supervisors, which deliberated and passed the "About
Proposal to grant restricted shares to incentive recipients for the first time. The Board of Supervisors of the Company verified the list of incentive recipients on the grant date and issued verification opinions. For details of the above information, please refer to the "Announcement on the Resolution of the Sixth Meeting of the Third Board of Supervisors" (Announcement No.: 2024-058) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).
(2) The difference between the equity incentive plan implemented this time and the equity incentive plan deliberated and approved by the general meeting of shareholders
The relevant content of the equity incentive plan implemented this time is consistent with the relevant content of the equity incentive plan deliberated and approved by the company's second extraordinary general meeting of shareholders in 2024.
(3) A statement by the board of directors on meeting the conditions for grant, and a clear opinion issued by the board of supervisors
1. The relevant explanation of the board of directors on whether the conditions are met for this grant
According to the grant conditions stipulated in the Company's Restricted Stock Incentive Plan (Draft), the incentive recipients must meet the following conditions at the same time to receive restricted shares:
(1) The Company does not have any of the following circumstances:
(1) The audit report of the financial accounting report of the most recent fiscal year has been issued by a certified public accountant with a negative opinion or cannot express an opinion;
(2) The audit report on the internal control of financial reporting in the most recent fiscal year was issued by a certified public accountant with a negative opinion or unable to express an opinion;
(3) In the last 36 months after listing, there has been a failure to distribute profits in accordance with laws and regulations, the Articles of Association of Shanghai Bochu Electronic Technology Co., Ltd. (hereinafter referred to as the "Articles of Association"), and public commitments;
(4) Where laws and regulations stipulate that equity incentives shall not be implemented;
(5) Other circumstances determined by the China Securities Regulatory Commission.
(2) The incentive recipient does not have any of the following circumstances:
(1) has been identified as an unsuitable person by the stock exchange within the last 12 months;
(2) Identified as an unsuitable person by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months;
(3) In the past 12 months, the China Securities Regulatory Commission and its dispatched agencies have been administratively punished or banned from entering the market due to major violations of laws and regulations;
(4) Those who are prohibited from serving as directors or senior managers of the company as stipulated in the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law");
(5) Laws and regulations stipulate that it is not allowed to participate in the equity incentive of a listed company;
(6) Other circumstances determined by the China Securities Regulatory Commission.
After careful verification, the board of directors of the company determined that neither the company nor the incentive object had any of the above circumstances, nor did there be any other circumstances that could not be granted or not allowed to become the incentive object, and the conditions for the first grant of the incentive plan had been fulfilled.
2. Opinions of the Board of Supervisors
(1) The company does not have the prohibition on the implementation of the equity incentive plan stipulated in the "Administrative Measures for Equity Incentive Plans of Listed Companies" (hereinafter referred to as the "Administrative Measures") and other relevant laws, regulations and normative documents, and the company has the main qualification to implement the incentive plan.
(2) The incentive objects to be granted restricted shares in this incentive plan comply with the provisions of the Company Law, the People's Republic of China Securities Law (hereinafter referred to as the "Securities Law") and other relevant laws, regulations, normative documents and the Articles of Association on qualifications, and comply with the "Administrative Measures" and the "Shanghai Stock Exchange Science and Technology Innovation Board Stocks".
The conditions for incentive recipients stipulated in the Listing Rules (hereinafter referred to as the "Listing Rules") are in line with the scope of incentive objects stipulated in the Company's Restricted Stock Incentive Plan (Draft), and their qualifications as the subject of the incentive plan are legal and valid.
(3) The first grant date of this incentive plan is September 6, 2024, which is in accordance with the Administrative Measures
The relevant provisions on the grant date in the Company's Restricted Stock Incentive Plan (Draft).
In summary, the Board of Supervisors believes that the conditions for the grant of restricted shares to the incentive recipients set out in this incentive plan have been met
Agree that the first grant date of this incentive plan is September 6, 2024, and agree to provide the first grant date to eligible 24
879,000 restricted shares were granted at a grant price of RMB 93.94 per share.
(4) The specific circumstances of the grant of rights and interests
1. Award date: September 6, 2024
2. Number of shares: 879,000 shares, accounting for 0.43% of the company's total share capital of 205,452,708 shares
3. Number of awardees: 24
4. Grant price: 93.94 yuan per share
5. Source of stock: The company issues RMB ordinary shares (A shares) to the incentive recipients
6. The validity period and vesting arrangement of the incentive plan
(1) The incentive plan shall be valid for a maximum of 60 months from the date of the first grant of restricted shares to the date on which all the restricted shares granted to the incentive recipient are vested or invalidated.
(2) The restricted shares granted for the first time in this incentive plan shall be vested in batches according to the agreed proportion after 12 months from the date of first grant, and the restricted shares reserved for grant shall be vested after 12 months from the date of reserved grant, and the vesting date must be the trading date.
The restricted shares granted by this incentive plan will be vested in batches according to the agreed proportion after the incentive object meets the corresponding vesting conditions, and the vesting date must be the trading date, but shall not vest within the following periods:
(1) 15 days before the announcement of the company's annual report and semi-annual report, if the announcement date of the annual report or semi-annual report is postponed due to special reasons, it shall be counted from 15 days before the original scheduled announcement date to 1 day before the announcement;
(2) Within 5 days before the announcement of the company's quarterly report, performance forecast and performance express report;
(3) From the date of occurrence of major events that may have a greater impact on the trading price of the company's shares and its derivatives or the date of entering the decision-making procedure, to the date of disclosure in accordance with the law;
(4) Other periods stipulated by the China Securities Regulatory Commission and the Shanghai Stock Exchange.
The above-mentioned "material events" are transactions or other material matters that the Company should disclose in accordance with the provisions of the Listing Rules.
For the first time, a total of 24 incentive recipients were granted to the incentive plan, including the company's directors, senior managers, core technical personnel, the company's business backbone, technical backbone and other personnel deemed by the board of directors to be incentive.
If the relevant laws, administrative regulations, and departmental rules have other provisions on the period that must not be vested, the relevant provisions shall prevail.
The vesting ratio of each batch of restricted shares granted for the first time under this incentive plan is shown in the following table:
Vesting Arrangement Vesting Period The number of vesting interests accounts for the granting right
Proportion of total benefit
First vesting period from the first trading day after 12 months from the date of grant to 40% of grant
until the last trading day within 24 months from the date of the date
Second vesting period from the first trading day after 24 months from the date of grant to 30% of the grant
The last trading day within 36 months from the date of the date
Third vesting period from the first trading day after 36 months from the date of grant to 30% of the grant
until the last trading day within 48 months from the date
The restricted shares granted to the incentive recipients under this incentive plan shall not be transferred, used as collateral or to repay debts before vesting. The restricted shares that have been granted but have not yet vested to the incentive recipients are subject to the vesting conditions at the same time, and shall not be transferred, used for guarantee or repayment of debts before vesting, and if the restricted shares are not attributable at that time, the shares obtained for the aforementioned reasons shall also not be vested.
7. List of incentive objects and awards
The amount granted is accounted for in this incentive count
Name, Position, Nationality, Institutional Stock Grant, Restricted Transfer, Announcement of the Draft Plan
Number (10,000 shares) of the total number of shares on the same day
shares) for example
1. Directors, senior management personnel, and core technical personnel (5 people)
Hu Jia Director & Deputy General Manager China 6.75 6.16% 0.03%
Zhou Xun Deputy General Manager, Secretary of the Board of Directors China 6.75 6.16% 0.03%
Jun Xu, Executive Director, China 9.00 8.22% 0.04%
Han Donglei Chief Financial Officer China 6.00 5.48% 0.03%
Yang Xiao Core Technical Personnel China 9.00 8.22% 0.04%
2. Business backbone, technical backbone and the board of directors believe that it is necessary 50.40 46.03% 0.25%
Other people motivated (19 people)
3. Reserved part
Reserved portion 21.60 19.73% 0.11%
Total 109.50 100% 0.53%
Note: 1. The shares of the Company granted to any of the above-mentioned incentive recipients through all the equity incentive plans within the validity period shall not exceed 1% of the total share capital of the Company. The total number of underlying shares involved in all the company's incentive plans during the validity period shall not exceed 20% of the company's total share capital when the equity incentive plan is submitted to the general meeting of shareholders for deliberation. 2. The incentive objects of this plan do not include independent directors, supervisors, shareholders who hold more than 5% of the shares of the listed company individually or collectively, the actual controller of the listed company and their spouses, parents and children.
3. The reserved part of the incentive object shall be determined within 12 months after the incentive plan is deliberated and approved by the general meeting of shareholders, and after the board of directors proposes it, the board of supervisors issues a clear opinion, and the lawyer issues a professional opinion and issues a legal opinion, the company shall disclose the relevant information of the incentive object in a timely and accurate manner on the designated website as required.
4. If the total number in the above table is inconsistent with the sum of the sub-values, it is due to rounding.
2. The board of supervisors verifies the list of incentive recipients
1. The incentive objects determined by the company in this incentive plan for the first time have the qualifications stipulated in the Company Law, Securities Law, Listing Rules and other laws, regulations and normative documents and the Articles of Association, and there are no following circumstances that are not allowed to become incentive objects as stipulated in the "Administrative Measures":
(1) has been identified as an unsuitable person by the stock exchange within the last 12 months;
(2) Identified as an unsuitable person by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months;
(3) In the past 12 months, the China Securities Regulatory Commission and its dispatched agencies have been administratively punished or banned from entering the market due to major violations of laws and regulations;
(4) Those who are prohibited from serving as directors or senior managers of the company as stipulated in the Company Law;
(5) Laws and regulations stipulate that it is not allowed to participate in the equity incentive of a listed company;
(6) Other circumstances determined by the China Securities Regulatory Commission.
2. The personnel on the list of incentive objects of this incentive plan are all employed or labor relations with the company or its subsidiaries during the period specified in the company when the company grants restricted shares and during the assessment period specified in this incentive plan. The incentive objects include the company's directors, senior managers, core technical personnel, technical (business) backbones and other personnel deemed by the board of directors to be incentivized (the incentive objects do not include independent directors, supervisors, shareholders who individually or collectively hold more than 5% of the shares of the listed company, the actual controller of the listed company and their spouses, parents and children).
The basis for determining the incentive objects of this incentive plan is in line with the purpose of this incentive plan and the requirements of relevant laws and regulations and relevant regulations of the Shanghai Stock Exchange.
3. The list of incentive objects granted for the first time in the company's incentive plan is consistent with the list of incentive objects granted for the first time in the incentive plan approved by the company's second extraordinary general meeting of shareholders in 2024.
4. The incentive object granted by the company for the first time complies with the provisions of the relevant laws, regulations, normative documents and the articles of association of the company on qualifications, meets the conditions of the incentive object stipulated in the management measures and the listing rules, and conforms to the scope of the incentive object stipulated in the company's restricted stock incentive plan (draft), which is legal and effective as the incentive object of the incentive plan.
In summary, the Board of Supervisors agreed to the list of incentive recipients granted by the Company for the first time in this incentive plan, and agreed that the Company should use the following methods
September 6, 2024 is the grant date of the first grant of this incentive plan, and the grant price is 93.94 yuan per share to 24
879,000 restricted shares were granted to incentive recipients.
3. If the incentive object is a director or senior manager, an explanation of the sale of the company's shares 6 months before the date of the restricted stock grant
6 months before the grant date of the first grant of restricted shares in this incentive plan, Hu Jia, director and deputy general manager of the company, Han Donglei, chief financial officer of the company, and other 7 verification objects, there were behaviors of selling the company's shares
Information disclosure obligations on May 25, 2024 and May 31, 2024 on the Shanghai Stock Exchange
The website (www.sse.com.cn) disclosed the "Shanghai Bochu Electronic Technology Co., Ltd. Shareholder Inquiry Transfer Plan" and the "Shanghai Bochu Electronic Technology Co., Ltd. Shareholder Inquiry Transfer Result Report and 5% Shareholding
The above indicative announcement of the change in shareholders' equity of more than 1%", its trading behavior has nothing to do with the inside information of this incentive plan, and there is no situation of engaging in insider trading due to knowing the inside information.
4. Accounting treatment of restricted stocks and performance impact measurement
1. The fair value of restricted shares and the method of determination
According to the Ministry of Finance's "Application Case for Share-based Payment Standards – Grants" issued on 18 May 2021
Restricted Stock, the second type of restricted stock is a stock option, which is an equity-settled share-based payment transaction. In accordance with the relevant provisions of Accounting Standard for Business Enterprises No. 11 - Share-based Payment and Accounting Standard for Business Enterprises No. 22 - Recognition and Measurement of Financial Instruments, the company adopts the Black-Scholes model (B-S model
type) as a pricing model, which the Company uses as the base date for calculations on August 14, 2024
The fair value of the granted Class II restricted shares has been measured, and the specific parameters are selected as follows:
(1) Underlying stock price: 145.95 yuan per share (assuming that the closing price on the grant date is the same as that on August 14, 2024.)
The price is 145.95 yuan / share)
(2) The validity period is: 1 year, 2 years, 3 years (from the date of grant to the first vesting date of each period)
(3) Historical volatility: 39.3576%, 37.4186%, 39.8183% (using the annualized volatility of the Shanghai Composite Index in the last one year, two years, and three years, respectively)
(4) Risk-free interest rate: 1.50%, 2.10% and 2.75% (using the benchmark interest rate of RMB deposits of financial institutions with a tenor of 1 year, 2 years, 3 years and above set by the People's Bank of China respectively)
(5) Dividend yield: 1.27% (using the company's dividend yield of the last 12 months).
2. It is expected that the implementation of this incentive plan will have an impact on the company's operating performance in the relevant fiscal year
The Company determines the fair value of the restricted shares on the grant date in accordance with the provisions of the accounting standards, and ultimately recognizes the share-based payment expenses of the incentive plan, which will be amortized in proportion to the vesting arrangement during the implementation of the incentive plan. Incentive costs arising from this incentive plan will be charged to recurring profit or loss.
In accordance with the requirements of Chinese accounting standards, the incentive plan grants restricted shares for the first time to the accounting costs of each period
The impact is shown in the following table:
Number of initial grants: Total estimated amortization: 2024, 2025, 2026, 2027
Volume Expense (10,000 yuan) (10,000 yuan) (10,000 yuan) (10,000 yuan)
(10,000 shares) (10,000 yuan)
87.90 5,157.80 1,355.67 2,455.34 1,016.37 330.42
Notes: 1. Shareholders are reminded of the possible dilutive impact of the above-mentioned share-based payment expenses;
2. If there is any difference in the mantissa between the sum of the above total and the detailed number, it is due to rounding.
The above calculation part does not include the reserved part of restricted shares, 216,000 shares, when the reserved part is granted
Additional share-based payment charges will be incurred. 216,000 shares of restricted stock are reserved, which will be incentivized in this section
The plan shall be approved by the general meeting of shareholders within 12 months after the incentive object is specified and granted, and according to the grant date at that time
The market price calculation determines the share-based payment expense, and the accounting treatment of reserved restricted shares is the same as that of the initial grant restriction
Accounting for sex stocks.
Based on the current information, the company preliminarily estimates that the amortization of restricted stock expenses will be the net profit for each year during the validity period
It has an impact. However, at the same time, after the implementation of this incentive plan, it will further enhance the cohesion of employees and the stability of the team
qualitative, and effectively stimulate the enthusiasm of the management team, so as to improve operational efficiency and bring higher to the company
Operating performance and intrinsic value.
The final results of the impact of the above cost amortization projections on the company's operating results will be determined by an accounting firm
The annual audit report shall prevail.
5. Concluding observations of the legal opinion
The lawyers of AllBright Law Offices believe that as of the date of issuance of this legal opinion:
1. The first grant of restricted shares to the incentive object has obtained the necessary approvals and authorizations at this stage, which is in line with the relevant provisions of the "Administrative Measures", "Listing Rules" and "Incentive Plan (Draft)".
2. The conditions for the first grant of the equity incentive plan have been fulfilled, and the company's first grant of restricted shares to the incentive object is in accordance with the relevant provisions of the "Administrative Measures", "Listing Rules" and "Incentive Plan (Draft)".
3. The grant date, incentive object, grant quantity and grant price of the first grant of the equity incentive plan comply with the relevant provisions of the Company Law, the Securities Law, the Listing Rules and the Incentive Plan (Draft).
4. The information disclosure obligations that the company has fulfilled in relation to the grant comply with the relevant provisions of the Company Law, the Securities Law, the Administrative Measures, the Listing Rules and the Self-Regulatory Guidelines. With the advancement of the equity incentive plan, the company still needs to continue to fulfill the corresponding information disclosure obligations in accordance with the provisions of relevant laws, administrative regulations and normative documents.
6. Advice of independent financial advisers
As an independent financial adviser, CITIC Securities Co., Ltd. believes that as of the date of issuance of this report, the restricted stock incentive plan of Baichu Electronics has obtained the necessary approvals and authorizations, and the determination of the grant date, grant price, grant object and grant quantity of the restricted shares is in accordance with the provisions of laws, regulations and normative documents such as the Administrative Measures for Equity Incentive Plans of Listed Companies and the Stock Listing Rules of the Science and Technology Innovation Board, and there is no situation in which Baichu Electronics does not meet the grant conditions stipulated in the company's 2024 restricted stock incentive plan.
7. Attachment to the online announcement
(1) Verification Opinions of the Board of Supervisors on the List of Incentive Recipients Granted for the First Time under the 2024 Restricted Stock Incentive Plan (Deadline for Grant)
(2) Shanghai AllBright Law Offices' legal opinion on the first grant of the 2024 restricted stock incentive plan of Shanghai Baichu Electronic Technology Co., Ltd
(3) Independent Financial Adviser's Report of CITIC Securities Co., Ltd. on the First Grant of the 2024 Restricted Stock Incentive Plan of Shanghai Baichu Electronic Technology Co., Ltd
(4) List of incentive recipients for the first time of Shanghai Bochu Electronic Technology Co., Ltd.'s 2024 restricted stock incentive plan (as of the grant date)
The announcement is hereby made.
Shanghai Baichu Electronic Technology Co., Ltd
board of directors
September 7, 2024
Ticker Name
Percentage Change
Inclusion Date
