The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content.
Important content reminder:
● Number of shares to be exercised this time: Rockchip Microelectronics Co., Ltd. (hereinfollowing referred to as the “Company”) 2020 Stock Option and Restricted Stock Incentive Plan (hereinfollowing referred to as the “Incentive Plan”) granted the first exercise period of stock options for the first time The number of exercisable rights is 562,500, the actual exercise period is from November 15, 2021 to November 5, 2022, and the exercise method is autonomous exercise. In the second quarter of 2022, the number of incentive objects exercised and the share transfer registration completed is 0 shares, accounting for 0% of the total number of exercisable stock options in the period.
The number of stock options reserved for the first exercise period of this incentive plan is 68,400. The actual exercise period is from April 27, 2022 to March 23, 2023, and the exercise method is autonomous. In the second quarter of 2022, 5,500 shares were exercised by incentive objects and the share transfer registration was completed, accounting for 8.04% of the total number of exercisable stock options in the period.
● Listing and circulation time of the exercised stocks: The stocks obtained from the exercise of the incentive plan can be listed and traded on the second trading day (T+2 day) following the exercise date (T day).
I. Decision-making procedures and relevant information disclosure for the exercise of stock options
1. On May 21, 2020, the company held the 10th meeting of the 2nd Board of Directors and the 6th meeting of the 2nd Board of Supervisors, and reviewed and approved the “Regarding the 2020 Stock Options and Restricted Stocks of Fuzhou Rockchip Microelectronics Co., Ltd.” Incentive Plan (Draft)” and its Summary”, “Proposal on the “Administrative Measures for the Implementation of the 2020 Stock Option and Restricted Stock Incentive Plan of Fuzhou Rockchip Co., Ltd.” and other related proposals. The independent directors of the company expressed their independent opinions on matters related to the equity incentive plan. The Board of Supervisors verified the relevant matters of the equity incentive plan and issued relevant verification opinions.
2. On June 18, 2020, the company held the twelfth meeting of the second board of directors and the eighth meeting of the second board of supervisors, and reviewed and approved the “Regarding the 2020 Stock Options and Restricted Shares of Rockchip Microelectronics Co., Ltd.” Incentive Plan (Revised Draft)> and the Proposal for its Summary” and related matters.
3. On September 4, 2020, the company announced the list of incentive objects within the company. The announcement time was from September 4, 2020 to September 13, 2020. During the announcement period, the company’s board of supervisors did not receive any organization or individual. The objection raised by the company’s incentive object this time. After the publicity period expired, the company disclosed on September 15, 2020 the “Verification Opinions and Publicity Statement of the Supervisory Board of Rockchip on the List of Incentive Objects First Granted to the 2020 Stock Option and Restricted Stock Incentive Plan”.
4. On September 21, 2020, the company held the third extraordinary general meeting of shareholders in 2020, and reviewed and approved the “Regarding the 2020 Stock Option and Restricted Stock Incentive Plan of Rockchip Microelectronics Co., Ltd. (Revised Draft)” and its The Proposal on the Summary, the Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Company’s 2020 Stock Option and Restricted Stock Incentive Plan, and other related matters, and disclosed the Inside Information on the 2020 Stock Option and Restricted Stock Incentive Plan Self-examination report on the buying and selling of company stock by people.
5. On September 21, 2020, the company held the sixteenth meeting of the second board of directors and the tenth meeting of the second board of supervisors respectively, and reviewed and approved the “Regulations on Adjusting the List of Incentive Objects of the 2020 Stock Option and Restricted Stock Incentive Plan” “Proposal” and “Proposal on Granting 2020 Stock Options and Restricted Stocks to Incentive Objects for the First Time”. The independent directors of the company expressed their independent opinions on this. The Board of Supervisors issued verification opinions on matters related to the grant of this incentive plan.
6. On November 6, 2020, the company completed the registration procedures for the first grant of the 2020 stock option and restricted stock incentive plan. The actual number of stock options granted for the first time was 1,875,000, and the exercise price was 63.00 yuan per share; the actual number of restricted shares granted for the first time was 3,598,000 shares, and the grant price was 31.50 yuan per share.
7. On January 28, 2021, the company held the twentieth meeting of the second board of directors and the fourteenth meeting of the second board of supervisors respectively, and reviewed and approved the “Regarding the Granting of 2020 Stock Options and Restricted Stock Incentive Plans to Incentive Objects”. Proposal for Partial Reserve Rights. The independent directors of the company expressed their independent opinions on this. The Board of Supervisors issued verification opinions on matters related to the granting of the reserved partial rights and interests in this incentive plan.
8. On March 24, 2021, the company completed the registration procedures for the grant of some reserved interests in the 2020 stock option and restricted stock incentive plan. The actual number of reserved stock options to be granted is 252,000, and the exercise price is 66.28 yuan/share; the actual number of reserved restricted stocks to be granted is 929,000 shares, and the grant price is 33.14 yuan/share.
9. On September 23, 2021, the company disclosed the “Announcement on the Invalidation of the Remaining Reserved Rights of the 2020 Stock Option and Restricted Stock Incentive Plan”. In view of the fact that the 214,000 stock option self-incentive plan reserved for the 2020 stock option and restricted stock incentive plan has not been identified for more than 12 months following the deliberation and approval of the third extraordinary general meeting of shareholders in 2020, the reserved rights have expired.
10. On October 20, 2021, the company held the third meeting of the third board of directors and the third meeting of the third board of supervisors, and reviewed and approved the “Proposal on Adjusting the Exercise Price of Stock Option and Repurchase Price of Restricted Shares” “Proposal on Cancellation of Partially Reserved Granted Stock Options and Repurchase and Cancellation of Partially Reserved Granted Restricted Shares” and “On the 2020 Stock Option and Restricted Stock Incentive Plan for the First Grant of the First Exercise Period Exercise Conditions and The first proposal to release the restrictions on sales during the lifting of the sales restrictions.” The independent directors of the company expressed their independent opinions on this. The Board of Supervisors issued verification opinions on relevant matters. The company agreed to handle matters related to the exercise of the first exercise period of stock options for 148 incentive objects that meet the exercise conditions. The number of exercise options is 562,500, and the exercise method is autonomous exercise.
11. On March 21, 2022, the company held the ninth meeting of the third board of directors and the ninth meeting of the third board of supervisors respectively, and reviewed and approved the “Regarding the 2020 Stock Option and Restricted Stock Incentive Plan Reserved Grant to the first Exercise Conditions during the Option Period and the Resolution on the Achievement of the Release of Restriction Conditions in the First Release Restriction Period. The independent directors of the company expressed their independent opinions on this. The Board of Supervisors issued verification opinions on relevant matters. The company agreed to handle the exercise related matters of the first exercise period of stock options for 45 incentive objects who meet the exercise conditions. The number of exercise options is 68,400, and the exercise method is autonomous exercise.
2. Basic information regarding the exercise of the equity incentive plan
(1) The number of shares granted to the incentive object for the first time
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(2) The number of shares reserved for granting exercise to incentive objects
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Note: Due to the independent exercise method, the shares obtained from the exercise must be listed and traded on the second trading day (T+2 day) following the exercise date (T day) on the exercise date. The above exercise data is as of June 2022 Data registered with China Securities Depository and Clearing Corporation Limited Shanghai Branch on the 30th.
(2) Sources of the exercised stocks
The source of the stock for this exercise is the company’s directional issuance of company stock to the incentive objects.
(3) Number of people exercising the right
For the first time, the number of people who can exercise the first phase of the incentive plan is 148. In the second quarter of 2022, a total of 0 people will participate in the exercise and complete the registration; this incentive plan reserves the number of people who can exercise the right to be granted to the first phase of 45 people. In the second quarter, a total of 6 people participated in the exercise and completed the registration.
3. Listing and circulation arrangements and changes in the share capital structure of the shares exercised under the equity incentive plan
(1) The date of listing and circulation of the exercised shares
The incentive plan adopts the independent exercise model to exercise the rights, and the shares obtained by the incentive object can be listed and traded on the second trading day (T+2 day) following the exercise date (T day).
(2) The number of shares in circulation in this exercise
In the second quarter of 2022, a total of 5,500 shares were registered and transferred in the Shanghai Branch of China Securities Depository and Clearing Corporation Limited through self-exercise.
(3) Changes in the share capital structure this time
Unit: share
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Note: On May 5, 2022, the company completed the registration procedures for the 70,000 restricted shares granted for the first time in the 2022 stock option and restricted stock incentive plan. For details, please refer to the company’s disclosure on the Shanghai Stock Exchange on May 7, 2022. “Announcement on the Results of the First Grant of Restricted Stocks under the 2022 Stock Option and Restricted Stock Incentive Plan of Rockchip Microelectronics Co., Ltd.” (Announcement No.: 2022-039).
The above changes in share capital have not resulted in any changes in the actual controller of the company.
4. Share registration and use plan of raised funds
In the second quarter of 2022, the company’s incentive plan granted the first exercise period for the first time. The accumulated number of registered shares in the Shanghai Branch of China Securities Depository and Clearing Corporation Limited by way of independent exercise is 0 shares; The total number of shares registered in the Shanghai Branch of China Securities Depository and Clearing Corporation Limited by means of independent exercise during each exercise period is 5,500 shares, a total of 5,500 shares, and a total of 361,790 yuan of funds have been raised. The raised funds will be used to supplement the company’s working capital.
V. Influence of the newly added shares following the exercise of the option on the latest financial report
This exercise has no significant impact on the company’s financial position and operating results.
Special announcement.
Rockchip Microelectronics Co., Ltd.
Board of Directors
July 2, 2022Return to Sohu, see more
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