Securities code: 688188 Securities abbreviation: Baichu Electronics Announcement No.: 2024-062
Shanghai Baichu Electronic Technology Co., Ltd
Regarding the adjustment of the number and grant price of the 2019 restricted stock incentive plan
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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.
Shanghai Bochu Electronic Technology Co., Ltd. (hereinafter referred to as the "Company" or "Bochu Electronics") held the eighth meeting of the third board of directors and the eighth meeting of the third board of supervisors on December 23, 2024, and deliberated and approved the "Proposal on Adjusting the Grant Quantity and Grant Price of the 2019 Restricted Stock Incentive Plan", and agreed that the company will comply with the "2019 Restricted Stock Incentive Plan of Shanghai Bochu Electronic Technology Co., Ltd." (hereinafter referred to as the "2019 Restricted Stock Incentive Plan") or the "Incentive Plan"), the number of grants and the grant price (including reserved grants) of the 2019 restricted stock incentive plan will be adjusted. The relevant matters are explained as follows:
1. The decision-making procedures and information disclosure that have been fulfilled for the restricted stock grant
(1) On December 9, 2019, the company held the thirteenth meeting of the first board of directors and deliberated and approved
The "Proposal on the > and Summary of the < Company's 2019 Restricted Stock Incentive Plan (Draft)" and the "Measures for the Management of the Implementation of the < Company's 2019 Restricted Stock Incentive Plan" >and the "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Company's 2019 Restricted Stock Incentive Plan". The independent directors of the company expressed their independent opinions on the proposals related to the incentive plan. For details of the above situation, please refer to the "Announcement on the Resolution of the 13th Meeting of the First Board of Directors" (Announcement No.: 2019-009) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).
On December 9, 2019, the company held the sixth meeting of the first board of supervisors, and deliberated and approved the "About
The company's 2019 restricted stock incentive plan (draft) > and its summary", "proposal on < the company's 2019 restricted stock incentive plan implementation assessment and management measures >" and "on verifying the list of incentive objects of
(2) On December 10, 2019, according to the entrustment of other independent directors of the company, independent director Jin Jianzhong
As the solicitor, he solicited voting rights from all shareholders of the Company on the proposals related to the Company's 2019 restricted stock incentive plan deliberated at the Third Extraordinary General Meeting of Shareholders in 2019. For details of the above situation, please refer to the "Announcement on the Public Solicitation of Proxy Voting Rights by Independent Directors" (Announcement No.: 2019-012) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).
(3) From December 10, 2019 to December 20, 2019, the company intends to stimulate this incentive plan
The names and positions of the recipients of the award 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 information, please refer to the "Explanation on the Review Opinions and Publicity of the List of Incentive Recipients of the Company's 2019 Restricted Stock Incentive Plan" (Announcement No.: 2019-013) disclosed by the Company on the website (www.sse.com.cn) of the Shanghai Stock Exchange.
(4) On December 26, 2019, the company held the third extraordinary general meeting of shareholders in 2019 to deliberate
The "Proposal on the > and Summary of the < Company's 2019 Restricted Stock Incentive Plan (Draft)" and the "Measures for the Management of the Implementation of the < Company's 2019 Restricted Stock Incentive Plan>" have been passedand the "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Company's 2019 Restricted Stock Incentive Plan". For details of the above situation, please refer to the "Announcement on the Resolution of the Third Extraordinary General Meeting of Shareholders in 2019" (Announcement No.: 2019-015) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).
(5) On December 27, 2019, the company published a www.sse.com.cn on the website of the Shanghai Stock Exchange
The "Self-inspection Report on the Trading of the Company's Shares by Insiders and Incentive Recipients of the Company's 2019 Restricted Stock Incentive Plan" (Announcement No.: 2019-014) was disclosed.
(6) On February 26, 2020, the company held the 14th meeting of the first board of directors and deliberated and approved
The "Proposal on Granting Restricted Shares to Incentive Recipients for the First Time" was issued. The independent directors of the company made a statement on the matter
a clear and agreeable independent opinion. For details of the above, please refer to the company's website on the Shanghai Stock Exchange
(www.sse.com.cn) The "Announcement of the Resolution of the 14th Meeting of the First Board of Directors" (Announcement No.: 2020-004) was disclosed.
On February 26, 2020, the company held the seventh meeting of the first board of supervisors, which deliberated and approved 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 Seventh Meeting of the First Board of Supervisors" (Announcement No.: 2020-005) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).
(7) On December 10, 2020, the company held the 18th meeting of the first board of directors and the first supervisor
At the 11th meeting of the Board of Directors, the "Proposal on Adjusting the Grant Price of the Reserved Part of the 2019 Restricted Stock Incentive Plan" and "The Proposal on Granting the Reserved Part of the Restricted Stock to the Incentive Object" were deliberated and approved. The independent directors of the Company have expressed an independent opinion that clearly agrees with the matter. The board of supervisors of the company verified the list of incentive recipients on the reserved part of the grant date and issued verification opinions. For details of the above situation, please refer to the "Announcement on Granting Reserved Part of Restricted Shares to Incentive Recipients" (Announcement No.: 2020-029) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).
(8) On April 16, 2021, the company held the 21st meeting of the first board of directors and the first session
At the 14th meeting of the Board of Supervisors, the "Proposal on the First Vesting Period of the Company's 2019 Restricted Stock Incentive Plan for the First Grant", "Proposal on Invalidating Part of the Restricted Shares Granted but Not Vested" and "On Adjusting the First Grant of the 2019 Restricted Stock Incentive Plan" were deliberated and approved
Grant Price Motion". The independent directors of the Company have expressed an independent opinion that clearly agrees with the matter. The Board of Supervisors reviewed the vesting list of the first vesting period granted for the first time under the 2019 restricted stock incentive plan
Verification observations were also issued. For details of the above, please refer to the Company's website on the Shanghai Stock Exchange
(www.sse.com.cn) The "Announcement on Adjusting the Grant Price of the First Grant of the 2019 Restricted Stock Incentive Plan" (Announcement No.: 2021-023), the "Announcement on the First Grant of the First Vesting Period of the 2019 Restricted Stock Incentive Plan Meets the Vesting Conditions" (Announcement No.: 2021-024) and the "Announcement on the Cancellation of Part of the Restricted Shares Granted That Have Not Been Vested" (Announcement No.: 2021-025) disclosed by the disclosure.
(9) On December 10, 2021, the Company held the fourth meeting of the second session of the board of directors and the second session of supervisors
At the fourth meeting, the "Proposal on Adjusting the Grant Price of the 2019 Restricted Stock Incentive Plan", "The Proposal on Meeting the Vesting Conditions in the First Vesting Period of the Reserved Grant Part of the 2019 Restricted Stock Incentive Plan" and the "Proposal on Invalidating the Reserved Grant Part of the Restricted Shares That Have Not Been Vested" were deliberated and approved. The independent directors of the Company have expressed an independent opinion that clearly agrees with the matter. The Board of Supervisors verified the vesting list of the first vesting period of the reserved grant part of the 2019 restricted stock incentive plan and issued a verification opinion. For details of the above information, please refer to the "Announcement on Adjusting the Grant Price of the 2019 Restricted Stock Incentive Plan" (Announcement No.: 2021-063), the "Announcement on Meeting the Vesting Conditions for the First Vesting Period of the Reserved Grant Part of the 2019 Restricted Stock Incentive Plan" (Announcement No.: 2021-064) and the "Announcement on Invalidating the Partially Reserved Grant Part of the Restricted Shares Granted but Not Vested" disclosed by the Company on the website (www.sse.com.cn) of the Shanghai Stock Exchange(Announcement No. 2021-066).
(10) On May 27, 2022, the Company held the 11th meeting of the second session of the board of directors and the second session of the supervisor
At the 11th meeting of the meeting, the "Proposal on Adjusting the Grant Quantity and Grant Price of the 2019 Restricted Stock Incentive Plan", "The Proposal on Meeting the Vesting Conditions for the Second Vesting Period of the First Grant of the Company's 2019 Restricted Stock Incentive Plan" and the "Proposal on Invalidating the Restricted Shares Granted but Not Vested". The independent directors of the Company have expressed an independent opinion that clearly agrees with the matter. The Board of Supervisors is here
The first grant of the second vesting period of the incentive plan was verified, and the verification opinions were issued. For details of the above information, please refer to the "Announcement on Adjusting the Grant Quantity and Grant Price of the 2019 Restricted Stock Incentive Plan" (Announcement No.: 2022-033), the "Announcement on the First Grant of Part of the 2019 Restricted Stock Incentive Plan in the Second Vesting Period Meeting the Vesting Conditions" (Announcement No.: 2022-034) and the "Announcement on the Cancellation of Part of the Restricted Shares Granted but Not Vested in 2019" disclosed by the Company on the website (www.sse.com.cn) of the Shanghai Stock Exchange(Announcement No. 2022-035).
(11) On December 12, 2022, the Company held the 16th meeting of the second session of the Board of Directors and the second session
At the 16th meeting of the Board of Supervisors, the "Proposal on Meeting the Vesting Conditions in the Second Vesting Period of the Reserved Grant Part of the Company's 2019 Restricted Stock Incentive Plan" and the "Proposal on Abolishing the Reserved Grant Part of the Restricted Shares Granted but Not Vested" were deliberated and approved. The independent directors of the Company have expressed an independent opinion that clearly agrees with the matter. The Board of Supervisors reviewed the vesting list for the second vesting period of the reserved part of the incentive plan
Verification observations were also issued. For details of the above, please refer to the Company's website on the Shanghai Stock Exchange
(www.sse.com.cn) The "Announcement on Meeting the Vesting Conditions for the Second Vesting Period of the Reserved Grant Part of the 2019 Restricted Stock Incentive Plan" (Announcement No.: 2022-075) and the "Announcement on Invalidating Part of the Reserved Grant Part of the Restricted Shares Granted but Not Vested" (Announcement No.: 2022-076) disclosed by the disclosure.
(12) On May 11, 2023, the Company held the 20th meeting of the second session of the board of directors and the second session of the board of directors
At the twentieth meeting of the board of directors, the "Proposal on the First Grant of Part of the Company's 2019 Restricted Stock Incentive Plan in the Third Vesting Period Meeting the Vesting Conditions" and the "Proposal on Invalidating Part of the First Grant of Part of the Restricted Shares That Have Not Been Vested" were deliberated and approved. The independent directors of the Company have expressed an independent opinion that clearly agrees with the matter. The Board of Supervisors verified the vesting list of part of the third vesting period granted for the first time in this incentive plan and issued verification opinions. For details of the above situation, please refer to the "Announcement on the Initial Grant of the 2019 Restricted Stock Incentive Plan in the Third Vesting Period of the Third Vesting Period" (Announcement No.: 2023-012) and the "Announcement on the Cancellation of the Initial Grant Part of the Partially Granted Has Not Been Returned" disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).
Announcement of Restricted Shares (Announcement No. 2023-013).
(13) On December 5, 2023, the Company held the 26th meeting of the second session of the Board of Directors and the second session
At the 25th meeting of the Board of Supervisors, the "Proposal on Adjusting the Grant Price of the 2019 Restricted Stock Incentive Plan", "The Proposal on Meeting the Vesting Conditions in the Third Vesting Period of the Reserved Grant Part of the Company's 2019 Restricted Stock Incentive Plan" and the "Proposal on Invalidating the Reserved Grant Part of the Restricted Shares Granted but Not Vested". The independent directors of the Company have expressed an independent opinion that clearly agrees with the matter. The Board of Supervisors verified the vesting list of the third vesting period reserved for the grant of the incentive plan and issued verification opinions. For details of the above situation, please refer to the "Announcement on Adjusting the Grant Price of the 2019 Restricted Stock Incentive Plan" (Announcement No.: 2023-039), the "Announcement on Meeting the Vesting Conditions for the Third Vesting Period of the Reserved Grant Part of the 2019 Restricted Stock Incentive Plan" (Announcement No.: 2023-040) and the "Announcement on Invalidating the Partially Reserved Grant Part of the Restricted Shares Granted but Not Vested" disclosed by the Company on the website (www.sse.com.cn) of the Shanghai Stock Exchange(Announcement No. 2023-041).
(14) On March 19, 2024, the Company held the 28th meeting of the second session of the Board of Directors and the second session
At the 27th meeting of the Board of Supervisors, the "Proposal on Meeting the Vesting Conditions for the Fourth Vesting Period of the First Grant of the Company's 2019 Restricted Stock Incentive Plan" and the "Proposal on Abolishing the First Grant of Part of the Company's 2019 Restricted Stock Incentive Plan for the First Time to Grant Part of the Restricted Shares That Have Not Been Vested". The Board of Supervisors verified the vesting list of part of the fourth vesting period granted for the first time in this incentive plan and issued verification opinions. For details of the above information, please refer to the "Announcement on the Initial Grant of Part of the 2019 Restricted Stock Incentive Plan and the Fourth Vesting Period of the First Vesting Period" (Announcement No.: 2024-007) and the "Announcement on the Abolition of Part of the 2019 Restricted Stock Incentive Plan for the First Time Grant of Part of the Restricted Shares Not Vested for the First Time" (Announcement No.: 2024-008) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn).
(15) On December 23, 2024, the Company held the eighth meeting of the third session of the board of directors and the third session of the supervisor
At the eighth meeting of the Board of Directors, the "On Adjusting the Number of Restricted Stock Incentive Plans Granted in 2019" was deliberated and approved
and the grant price", "Proposal on Abolishing the Company's 2019 Restricted Stock Incentive Plan Partially Reserved for Granting Part of the Restricted Shares that Have Not Been Vested" and "Proposal on the Company's 2019 Restricted Stock Incentive Plan Reserved for Granting Part of the Fourth Vesting Period Meets the Vesting Conditions". The Board of Supervisors verified the vesting list of the fourth vesting period reserved for the grant of the incentive plan and issued verification opinions.
2. The specific circumstances of adjusting the number and grant price of the 2019 restricted stock incentive plan
1. Reason for adjustment
After the company's 2023 annual general meeting of shareholders deliberated and approved, the company's 2023 annual profit distribution and capital public
Based on the total share capital of 146,751,934 shares, the MPF share capital conversion plan will distribute a cash dividend of RMB 2.51 (tax included) per share, and 0.4 shares per share will be transferred to all shareholders from the capital reserve, with a total cash dividend
RMB368,347,354.34, an increase of 58,700,774 shares; The company's 2024 semi-annual profit distribution plan is based on total shares
Based on 205,452,708 shares, a cash dividend of RMB 0.718 (tax included) will be distributed per share, with a total cash dividend of RMB 147,515,044.34, and the number and grant price of restricted shares will be adjusted accordingly according to the relevant content of the 2019 Restricted Stock Incentive Plan.
2. Adjustment method
According to the 2019 Restricted Stock Incentive Plan, the number of grants and the grant price are adjusted as follows:
(1) Adjustment of the number of grants
The formula for adjusting the number of grants is: Q=Q0×(1+n), where Q0 is the restricted shares before adjustment
number of votes granted/vested; n is the ratio of capital reserve to share capital, stock dividends and share subdivision per share (i.e. the number of shares increased by each share after conversion, share distribution or subdivision); Q is the adjusted number of restricted stock grants.
The total number of restricted shares originally granted in this incentive plan was 1 million shares, of which 297,785 shares were actually vested in the first vesting period and 43,115 shares were invalidated. The reservation grants part of the first vesting period
37,560 shares were vested and 5,640 shares were forfeited; The company completed the 2021 year on May 27, 2022
After adjustment, the company actually vested 331,590 shares (equivalent to 236,850 shares before the first adjustment of the number of grants) in the second vesting period of the first grant part in 2021, and invalidated 34,930 shares (equivalent to 24,950 shares before the first adjustment of the number of grants); 42,084 shares (equivalent to 30,060 shares before the first adjustment of the number of grants) were actually vested in the second vesting period of the reserved grant part, and 3,976 shares (equivalent to 02,840 shares before the first adjustment of the number of grants) were invalidated; The first grant is partially vested in the third vesting period
317,835 shares (equivalent to 227,025 shares before the first adjustment of the number of grants), 48,685 were forfeited
shares (equivalent to 34,775 shares before the first adjustment of the number of shares granted); 41,454 shares (equivalent to 29,610 shares before the first adjustment of the number of grants) were actually vested in the third vesting period of the reserved grant part, and 4,606 shares (equivalent to 03,290 shares before the first adjustment of the number of grants) were forfeited; In the fourth vesting period, 20,580 shares (equivalent to 14,700 shares before the first adjustment of the number of grants) were actually vested and 13,720 shares (equivalent to 0.98 million shares before the first adjustment of the number of grants) were forfeited.
As the Company completed the 2023 Annual Equity Distribution Implementation Plan on May 17, 2024, the Company completed the 2023 Annual Equity Distribution Implementation Plan
As of the date of this announcement, the total number of restricted shares that have not yet been vested has been adjusted from 2,800 shares to 3,920 shares, of which the vesting of restricted shares granted for the first time has been completed, and the number of restricted shares reserved has been adjusted from 2,800 shares to 3,920 shares.
(2) Adjustment of grant price
(1) Conversion of capital reserve into share capital, distribution of stock dividends, and subdivision of shares
P＝P0÷（1＋n）
Wherein: P0 is the grant price before adjustment; n is the ratio of capital reserve per share to share capital, stock dividends, and share splitting; P is the adjusted grant price.
(2) Dividends
P＝P0-V
Wherein: P0 is the grant price before adjustment; V is the dividend payout per share; P is the adjusted grant price
Case. After adjusting for dividends, P must still be greater than 1.
According to the formula, after the implementation of the company's annual profit distribution in 2023 and the conversion of capital reserve into share capital, the adjusted grant price of this incentive plan is P=(P0-V)/(1+n)=(20.59-2.51)/(1+0.4)/share=12.92 yuan/share. (The calculation result is rounded up to two decimal places)
After the implementation of the company's 2024 semi-annual profit distribution, the adjusted grant price of this incentive plan is P=
P0-V=(12.92-0.718) yuan/share=12.202 yuan/share.
According to the authorization of the company's third extraordinary general meeting of shareholders in 2019, the adjustment of the number and grant price of this incentive plan does not need to be submitted to the general meeting of shareholders for deliberation again.
3. Explanation of the differences between the implementation of the incentive plan and the incentive plan deliberated and approved by the general meeting of shareholders
In addition to the above-mentioned adjustment of the number of grants and the grant price, other contents of the 2019 restricted stock incentive plan implemented this time are consistent with the incentive plan deliberated and approved by the company's third extraordinary general meeting of shareholders in 2019.
Fourth, the impact of this adjustment on the company
The final impact of the adjustment of the number of grants and the grant price on the company's operating results will be determined by accountants
The annual audit report issued by the firm shall prevail.
5. Opinions of the Board of Supervisors
The Board of Supervisors believes that the Company's 2023 Annual General Meeting of Shareholders deliberated and approved the "About the Company's 2023 Annual Report
Proposal on Profit Distribution and Capital Reserve Conversion to Share Capital Plan" and "On Requesting the General Meeting of Shareholders to Authorize the Board of Directors
Proposal for 2024 Interim Dividend"; On May 13, 2024, the Company disclosed the Annual 2023 Annual Report on May 13, 2024
Announcement on the Implementation of Equity Distribution"; The company held the fourth meeting of the third board of directors on August 19, 2024.
reviewed and approved the "Proposal on the Company's 2024 Semi-annual Profit Distribution Plan"; October 9, 2024
On the day, the company disclosed the "2024 Semi-annual Equity Distribution Implementation Announcement". In view of the above-mentioned profit distribution and capital
According to the provisions of the Company's 2019 Restricted Stock Incentive Plan, the Company shall adjust the number and grant price of restricted shares accordingly in the event of capital reserve conversion to share capital, distribution of stock dividends, share subdivision, allotment, share reduction or dividend distribution. Therefore, it is agreed that the total amount of restricted shares that have not yet been vested in the company's incentive plan will be adjusted from 2,800 shares to 3,920 shares, of which the vesting of restricted shares granted for the first time has been completed, and part of the restricted shares have been reserved
the number of shares was adjusted from 2,800 shares to 3,920 shares; The grant price (including reserved grant) is adjusted from RMB 20.59 per share
is 12.202 yuan per share.
6. 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 adjustment of the number and grant price of the incentive plan, the vesting and the cancellation of some restricted shares have obtained the necessary approvals and authorizations at this stage, in line with the relevant provisions of the "Company Law", "Securities Law", "Administrative Measures", "Listing Rules" and "Incentive Plan".
2. The vesting conditions for the fourth vesting period of the reserved grant of part of the restricted shares in the equity incentive plan have been fulfilled.
3. The vesting period, incentive object, vesting quantity and grant price of this vesting comply with the relevant provisions of the Company Law, the Securities Law, the Listing Rules and the Incentive Plan.
4. The invalidation of some of the restricted shares that have been granted but not yet vested is in accordance with the relevant provisions of the Company Law, the Securities Law, the Administrative Measures, the Listing Rules and the Incentive Plan.
5. The company's information disclosure obligations on matters related to the adjustment of the number and price of the grant, the vesting and the cancellation of some restricted shares comply with the relevant provisions of the "Administrative Measures", "Listing Rules" and "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.
The announcement is hereby made.
Shanghai Baichu Electronic Technology Co., Ltd
board of directors
December 24, 2024
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