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Securities code: 688777 Securities abbreviation: ZKTeco Announcement No.: 2025-002
SUPCON Technology Co., Ltd
The second exercise period of the 2019 stock option incentive plan
Announcement on the sale of shares and listing and circulation
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:
SUPCON Technology Co., Ltd. (hereinafter referred to as the "Company") is listed as an equity incentive
Li shares; The stock subscription method is offline, and the number of restricted shares circulating in this listing is 3,971,547 shares. It represents 0.50% of the total share capital of the company and is subject to a three-year lock-up period from the date of self-ownership.
The total number of shares outstanding in this listing is 3,971,547 shares.
The stock will be listed for circulation on January 21, 2025.
1. The types of restricted shares that are listed and circulated this time
On August 16, 2019, the company held the fourteenth meeting of the fourth session of the board of directors, on September 2, 2019
The sixth meeting of the fourth board of supervisors was held to deliberate and approve the "2019 Stock Option Incentive Plan of Zhejiang SUPCON Technology Co., Ltd." (hereinafter referred to as the "2019 Stock Option Incentive Plan") and the "Assessment and Management Measures of the 2019 Stock Option Incentive Plan of Zhejiang SUPCON Technology Co., Ltd." (hereinafter referred to as the "Assessment and Management Measures"), and the independent directors have expressed their independent opinions on the current stock option incentive plan. September 2019
On January 2, the company's second extraordinary general meeting of shareholders in 2019 deliberated and approved the "2019 Stock Option Incentive Plan"
and the "Assessment Management Measures", and agreed that the company would implement the current stock option incentive plan. On September 23, 2019,
The company granted 12 million stock options to 217 incentive recipients.
On November 21, 2019, the company held the 17th meeting of the 4th board of directors and the 4th board of supervisors
At the eighth meeting, the "Proposal on Adjusting the > of the < 2019 Stock Option Incentive Plan" and the "Proposal on Adjusting the < of the 2019 Stock Option Incentive Plan Implementation Assessment Management Measures > Related Matters" were deliberated and approved, and it was agreed to adjust the company's performance appraisal in the option incentive plan. The independent directors of the Company have expressed their independent opinions on this matter.
On December 11, 2019, the fourth extraordinary general meeting of shareholders in 2019 deliberated and approved the "Proposal on Adjusting the <> of the 2019 Stock Option Incentive Plan" and the "Proposal on Adjusting the of the 2019 Stock Option Incentive Plan" and the "> on Adjusting the < 2019 Stock Option Incentive Implementation Assessment and Management Measures". Proposal on related matters", agreed to adjust the company's performance appraisal in the option incentive plan.
On November 25, 2021, the Company held the 7th meeting of the 5th Board of Directors and the 7th meeting of the 5th Board of Supervisors
At the meeting, the "Proposal on the Achievement of the Exercise Conditions of the Second Exercise Period of the Company's 2019 Stock Option Incentive Plan" was deliberated and approved. The company's 12 incentive recipients resigned due to personal reasons, and the 750,000 stock options granted to them (excluding the exercised part) were withdrawn by the company free of charge and no longer registered, and the individual performance evaluation result of 1 incentive object was "D", which did not meet the conditions for exercising the rights in the current period, and the 7,500 stock options granted to them in the second exercise period were no longer registered, and the stock option incentive qualification of the incentive object was still retained. A total of 2,739,000 stock options were exercisable in the second phase of the 204 incentive recipients who met the exercise conditions. The second exercise period has exercised new shares
On January 21, 2022, it was registered with China Securities Depository and Clearing Corporation Shanghai Branch.
On April 26, 2023, the company held the 20th meeting of the 5th board of directors and the 5th board of supervisors
At the seventeenth meeting, the 2022 Annual General Meeting of Shareholders was held on May 17, 2023, and the "Guan
The Proposal on the Profit Distribution and Capital Reserve Conversion to Share Capital Plan for 2022 intends to distribute profits and increase share capital based on the total share capital registered on the record date of the implementation of equity distribution, and distribute cash dividends to all shareholders for every 10 shares
The profit is 7.5 yuan (tax included), and 4.5 shares are transferred to all shareholders for every 10 shares from the capital reserve. The aforesaid equity distribution plan
After the completion of the implementation, the number of shares sold in the second exercise period of the company's 2019 stock option incentive plan was changed from 2,739,000 shares to 3,971,547 shares.
The number of restricted shares in circulation in this listing is 3,971,547 shares, accounting for 0.50% of the company's total share capital as of the disclosure date of this announcement, and the number of shareholders corresponding to restricted shares is 204, and the restriction period is three years from the date of self-ownership. Now
The lock-up period is about to expire and will be listed for circulation from 21 January 2025.
2. Changes in the number of shares of the company since the formation of the restricted shares listed and circulated
On November 24, 2022, the Company held the 17th meeting of the 5th Board of Directors and the 5th Board of Supervisors
At the fifteenth meeting, the "Proposal on the Achievement of the Exercise Conditions of the Third Exercise Period of the Company's 2019 Stock Option Incentive Plan" was deliberated and approved, and it was believed that the company had a total of 204 incentive recipients who met the exercise conditions of the third exercise period stipulated in the 2019 Stock Option Incentive Plan, and the number of exercisable options was 2,743,000 shares, with new shares
It has been registered on February 13, 2023 at the Shanghai Branch of China Securities Depository and Clearing Co., Ltd.
The total share capital of the company was changed from 496,823,000 shares to 499,566,000 shares.
The Company issued GDRs with the approval of the Initial Public Offering of Global Depositary Receipts (GDRs) and Listing on the Swiss Stock Exchange (Zheng Jian Xu Xu [2023] No. 710) issued by the China Securities Regulatory Commission, the conditional approval of the SIX Exchange Regulation AG and the approval of the Prospectus Office of the Swiss Exchange Regulatory Authority
Global Depositary Receipts ("GDR") and on April 17, 2023 (Switzerland
time) on the SIX Swiss Exchange, with a total of 20,958,000 GDRs issued in this offering, corresponding to the basis
The securities are 41,916,000 A shares of the Company. The underlying securities A shares corresponding to the company's GDR have been issued in 2023
On April 12, the company obtained the share registration application issued by the Shanghai Branch of China Securities Depository and Clearing Co., Ltd
Acceptance of the confirmation and listing on the Shanghai Stock Exchange on April 17, 2023, with a total share capital of the company
499,566,000 shares changed to 541,482,000 shares.
On April 26, 2023, the Company held the 20th meeting of the 5th Board of Directors and the 10th meeting of the 5th Board of Supervisors
At the seventh meeting, the "Proposal on the Achievement of the Vesting Conditions in the First Vesting Period of the Company's 2021 Restricted Stock Incentive Plan" and "Proposal on the Cancellation of Part of the Shares Granted in the 2021 Restricted Stock Incentive Plan that Have Not Been Vested" were deliberated and approved, and the incentive recipients vested in the first vesting period of the Company's 2021 Restricted Stock Incentive Plan
The number of shares is 945, the number of attributable shares is 535,018 shares, and the new shares have been added in China on June 5, 2023
The Shanghai branch of Securities Depository and Clearing Co., Ltd. completed the registration, and the total share capital of the company was changed from 541,482,000 shares to 542,017,018 shares.
On April 26, 2023, the company held the 20th meeting of the 5th board of directors and the 5th board of supervisors
At the seventeenth meeting, the 2022 Annual General Meeting of Shareholders was held on May 17, 2023, and the "Guan
In the 2022 Profit Distribution and Capital Reserve Conversion to Share Capital Plan, the company intends to distribute profits and increase share capital based on the total share capital registered on the record date of the implementation of equity distribution, and intends to distribute it to all shareholders for every 10 shares
The cash dividend is 7.5 yuan (tax included), and it is planned to increase 4.5 shares for every 10 shares to all shareholders with capital reserve. The company has been
On June 26, 2023, the implementation of the 2022 annual equity distribution was completed, with a total of 243,907,658 shares.
The total share capital of the company was changed from 542,017,018 shares to 785,924,676 shares.
On December 11, 2023, the company held the first meeting of the sixth board of directors and the first meeting of the sixth board of supervisors
At the meeting, the "Proposal on the Achievement of the Exercise Conditions of the Fourth Exercise Period of the Company's 2019 Stock Option Incentive Plan" was deliberated and approved, and it was believed that the company's 204 incentive recipients met the exercise conditions of the fourth exercise period stipulated in the 2019 Stock Option Incentive Plan, and the number of exercisable options was 3,990,412 shares, and the new shares had been registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. on January 5, 2024, with the company's total share capital
From 785,924,676 shares to 789,915,088 shares.
On June 11, 2024, the Company held the sixth meeting of the sixth session of the Board of Directors and the sixth meeting of the sixth session of the Board of Supervisors
At the meeting, the "Proposal on the Achievement of the Vesting Conditions in the Second Vesting Period of the 2021 Restricted Stock Incentive Plan" and the "Proposal on the Cancellation of the Shares of the 2021 Restricted Stock Incentive Plan that Have Not Been Vested" were deliberated and approved, and the number of incentive objects vested in the second vesting period of the company's 2021 restricted stock incentive plan was 878
The number of attributable shares is 676,168 shares, and the new shares have been registered with the PRC Securities on July 18, 2024
The Shanghai Branch of Clearing Co., Ltd. completed the registration, and the total share capital of the company was changed from 789,915,088 shares to 790,591,256 shares.
In addition to the above circumstances, from the formation of the restricted shares listed and circulated to the disclosure date of this announcement, the company has not had other events that have led to changes in the number of share capital.
3. The relevant commitments of the restricted shares listed and circulated this time
According to the "2019 Stock Option Incentive Plan", the company's 2019 stock option incentive plan is incentive
The transfer restrictions on the company's shares acquired after the exercise of the option are as follows:
1. The shares obtained by the incentive object due to the exercise of the rights after the company's listing shall not be reduced within 3 years from the date of self-ownership; After the expiration of the aforesaid lock-up period, the incentive recipients shall be implemented in accordance with the relevant shareholding reduction regulations of the company's directors, supervisors and senior management;
2. The annual transfer of the company's shares held by the company's directors, supervisors and senior management personnel shall not exceed 25% of the total number of shares of the company held by them. The shares of the Company held by him shall not be transferred within six months after his resignation.
3. If the incentive object is the company's directors and senior managers, the company's shares held by them will be sold within 6 months after the purchase, or bought again within 6 months after the sale, and the proceeds therefrom shall belong to the company, and the board of directors of the company will recover the proceeds.
4. Other prohibitions stipulated by laws, administrative regulations, departmental rules, normative documents and business rules of the stock exchange.
5. During the validity period of this incentive plan, if the relevant provisions on the transfer of shares originally held by the company's directors and senior managers in the relevant laws, regulations, normative documents and the articles of association of the company have changed, the transfer of the company's shares held by these incentive recipients shall comply with the provisions of the revised company law, securities law and other relevant laws, regulations, normative documents and the articles of association of the company at the time of transfer.
As of the disclosure date of this announcement, the shareholders of the restricted shares who applied for listing and circulation this time have strictly fulfilled their corresponding commitments
and transfer restrictions, there is no failure to fulfill the relevant commitments that will affect the listing and circulation of the restricted shares.
Fourth, the restricted shares listed and circulated this time
(1) The total number of restricted shares circulating in this listing is 3,971,547 shares, accounting for the company's share as of the disclosure date of this announcement
0.50% of the total share capital with a lock-up period of three years from the date of self-ownership.
(2) The date of this listing and circulation is January 21, 2025.
(3) Detailed list of restricted shares listed and circulated:
Holding restricted shares
Holding restricted shares The remaining restricted shares in this listing flow
Serial No. Name of Shareholder Position Accounting for the total shares of the company
Quantity (shares) Quantity (shares) Quantity (shares)
this ratio
1 CUI SHAN Chairman & President 108,750 0.01% 36,250 72,500
2 Haibin Yu Senior Vice President 217,500 0.03% 72,500 145,000
3 Guo Biao Senior Vice President 54,375 0.01% 18,125 36,250
4 Mowei Senior Vice President 217,500 0.03% 72,500 145,000
Vice President, Secretary of the Board of Directors
5 Houses 108,750 0.01% 36,250 72,500
The person in charge of books and finances
6 Zhang Lei Vice President 108,750 0.01% 36,250 72,500
Vice President, Core Technology
7 Army Guards 54,375 0.01% 18,125 36,250
personnel
8 Chen Jiangyi Vice President 76,125 0.01% 25,375 50,750
9 Wu Yucheng Vice President 108,750 0.01% 36,250 72,500
10 Wu Caibao Vice President 73,588 0.01% 22,838 50,750
Other incentive recipients (194 people) 10,810,847 1.37% 3,597,084 7,213,763
Total 11,939,310 1.51% 3,971,547 7,967,763
(4) A table of the listing and circulation of restricted shares
Serial No. Type of Restricted Shares Number of Shares Circulating in this Listing (Shares) Restricted Period (Months)
2019 Stock Option Incentive Plan
1 3,971,547 36 months from the date of discretion
The second exercise period is the right to sell shares
Total 3,971,547 -
The announcement is hereby made.
Board of Directors of SUPCON Technology Co., Ltd
January 11, 2025
Ticker Name
Percentage Change
Inclusion Date