Securities code: 600446 securities abbreviation: Shenzhen Kingdom Sci-Tech.Ltd(600446) Announcement No.: 2022-006 bond Code: 143367 bond abbreviation: 17 Jinzheng 01
Shenzhen Kingdom Sci-Tech.Ltd(600446)
Announcement on termination of 2020 stock option incentive plan and cancellation of stock options granted but not exercised
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Shenzhen Kingdom Sci-Tech.Ltd(600446) (hereinafter referred to as “the company” and ” Shenzhen Kingdom Sci-Tech.Ltd(600446) “) held the second meeting of the seventh board of directors in 2022 and the first meeting of the seventh board of supervisors in 2022 on February 15, 2022, deliberated and adopted the proposal on terminating the implementation of 2020 stock option incentive plan and canceling the stock options granted but not exercised, It is proposed to terminate the implementation of the 2020 stock option incentive plan and cancel 14.5625 million stock options granted to incentive objects that have not been exercised, At the same time, relevant documents such as Shenzhen Kingdom Sci-Tech.Ltd(600446) 2020 stock option incentive plan (hereinafter referred to as “incentive plan”) and Shenzhen Kingdom Sci-Tech.Ltd(600446) 2020 stock option incentive plan implementation assessment management measures (hereinafter referred to as “assessment management measures”) will be terminated. The details are as follows:
1、 Decision making procedures and information disclosure performed in this incentive plan
1. The company held the 8th meeting of the 6th board of directors in 2020 on August 21, 2020, The proposal on the company’s 2020 stock option incentive plan (Draft) and its summary, the proposal on , the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s stock option incentive plan, and Proposal on convening the fifth extraordinary general meeting of shareholders in 2020. The independent directors of the company have expressed independent opinions on relevant matters, and the lawyers have issued corresponding legal opinions.
2. The company held the sixth meeting of the sixth board of supervisors in 2020 on August 21, 2020, The proposal on the company’s 2020 stock option incentive plan (Draft) and its summary, the proposal on < Shenzhen Kingdom Sci-Tech.Ltd(600446) measures for the implementation and assessment of 2020 stock option incentive plan and the proposal on the list of incentive objects of the company's 2020 stock option incentive plan were reviewed and approved.
3. The company publicized the names and positions of the incentive objects on the company’s website from August 22, 2020 to September 7, 2020. During the publicity period, the company did not receive any objection about the incentive objects, and disclosed the instructions of the board of supervisors on the review and publicity of the list of incentive objects of the company’s 2020 stock option incentive plan on September 9, 2020.
4. The company conducted a self-examination on the trading of the company’s shares by insiders of the incentive plan, and disclosed the self-examination report on the trading of the company’s shares by insiders of the company’s 2020 stock option incentive plan on September 12, 2020.
5. The company held the fifth extraordinary general meeting of shareholders in 2020 on September 16, 2020, The proposal on the company’s 2020 stock option incentive plan (Draft) and its summary, the proposal on , and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s stock option incentive plan were reviewed and approved. 6. The company held the 4th meeting of the 7th board of directors in 2020 and the 4th meeting of the 7th board of supervisors in 2020 on October 29, 2020, deliberated and adopted the proposal on granting stock options to incentive objects of 2020 stock option incentive plan, and the independent directors of the company issued independent opinions, The board of supervisors verified the list of incentive objects granted stock options this time, and the lawyer issued the corresponding legal opinion.
7. The company disclosed the announcement on the completion of the grant registration of 2020 stock option incentive plan on November 10, 2020, and the company has completed the registration of the first grant of stock options in 2020 stock option incentive plan in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. on November 6, 2020. 8. On June 4, 2021, the company held the fifth meeting of the seventh board of directors in 2021 and the third meeting of the seventh board of supervisors in 2021, deliberated and adopted the proposal on granting reserved stock options to incentive objects, the independent directors of the company issued independent opinions, and the board of supervisors verified the list of incentive objects granted reserved stock options this time, The lawyer issued the corresponding legal opinion.
9. On June 5, 2021, the company publicized the names and positions of the incentive objects granted reserved stock options on the website of Shanghai Stock Exchange. The publicity period is from June 5, 2021 to June 16, 2021. During the publicity period, the company did not receive any objection about the incentive objects, and disclosed the instructions of the board of supervisors on the review and publicity of the list of incentive objects reserved and granted in the 2020 stock option incentive plan on June 17, 2021.
10. On July 8, 2021, the company disclosed the announcement on the completion of the registration of the grant of reserved stock options under the 2020 stock option incentive plan. The company has completed the registration of the grant of reserved stock options under the 2020 stock option incentive plan in Shanghai Branch of China Securities Depository and Clearing Corporation on July 6, 2021.
11. The company held the 12th meeting of the 7th board of directors in 2021 and the 7th Meeting of the 7th board of supervisors in 2021 on December 24, 2021, The proposal on the adjustment of the exercise price of the 2020 stock option incentive plan, the proposal on the cancellation of some granted but not exercised stock options in the 2020 stock option incentive plan, and the proposal on the completion of the exercise conditions in the first exercise period of the 2020 stock option incentive plan were reviewed and approved. According to the relevant provisions of the incentive plan, Due to the dividend of the company in 2020, the exercise price is adjusted to 19.794 yuan / share; Cancel 2.15 million stock options granted but not exercised to 3 original incentive objects who did not meet the incentive conditions due to resignation, and cancel 210000 stock options granted but not exercised to 2 incentive objects who failed to meet the individual level performance appraisal results in 2020; Since the exercise conditions of the first exercise period of the company have been met, it is agreed that the company will go through the exercise procedures for a total of 2.0676 million stock options of 19 incentive objects who meet the exercise conditions.
The independent directors of the company issued their independent opinions, the board of supervisors of the company issued verification opinions on relevant matters, and Guangdong Xinda law firm issued a special legal opinion. 12. On February 15, 2022, the company held the second meeting of the seventh board of directors in 2022 and the first meeting of the seventh board of supervisors in 2022, deliberated and approved the proposal on terminating the implementation of 2020 stock option incentive plan and canceling the granted but not exercised stock options, and agreed to terminate the implementation of 2020 stock option incentive plan of the company, And cancel all 14.5625 million stock options granted but not exercised, and terminate the relevant documents supporting the incentive plan at the same time. The independent directors of the company issued their independent opinions, and Guangdong Xinda law firm issued a special legal opinion. The termination of the implementation of the equity incentive plan needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Reasons for the company’s termination of the 2020 stock option incentive plan
Since the implementation of the incentive plan, the company has successively introduced a number of core management personnel to participate in the company’s operation. The existing incentive plan fails to cover the newly introduced backbone personnel, and does not match the five-year development plan and objectives formulated by the company. If the stock option incentive plan is continued, it will be difficult to achieve the expected incentive purpose and effect. In order to protect the interests of the company and all shareholders, after careful demonstration, the company plans to terminate the implementation of the 2020 stock option incentive plan and cancel all 14.5625 million stock options granted but not exercised. At the same time, the relevant documents supporting the incentive plan shall be terminated together.
According to the measures for the administration of equity incentive of listed companies and other provisions, the company promises that after the termination of the incentive plan is deliberated and approved by the general meeting of shareholders, the equity incentive plan will not be deliberated within three months from the date of announcement of the resolution.
3、 Cancellation of granted stock options this time
According to the relevant provisions of the measures for the administration of equity incentive of listed companies, the board of directors of the company will handle the cancellation of relevant stock options after the proposal is deliberated and approved by the general meeting of shareholders. The stock options cancelled this time are 14.5625 million stock options granted to 24 incentive objects, as follows:
The proportion of the number of stock options granted by name and position to the total number of shares (10000 shares) granted but still exercised
Wu Xiaolin senior vice president 100.00 6.87%
Wang Haihang senior vice president 100.00 6.87%
Senior vice president Wang qingruo 58.2%
Zhang Hailong senior vice president 110.00 7.55%
Yin Ming Senior Vice President 208.45 14.31%
Secretary of the board of directors
Zhou Zhichao financial director 60.00 4.12%
Other personnel (18 persons) 840.20 57.70%
Total (24 persons) 1456.25 100.00%
Note: the number of stock options granted for the first time is 11.178 million, involving 21 incentive objects granted for the first time; The number of stock options reserved for grant is 3384500, involving 3 incentive objects reserved for grant.
4、 Impact of termination of 2020 stock option incentive plan and subsequent arrangements
The termination of the stock option incentive plan and the cancellation of the granted but not exercised stock options do not harm the interests of the company and all shareholders, and will not have a significant impact on the daily operation of the company. The company’s operation and management team, core technology and business personnel will continue to perform their duties diligently, earnestly perform their duties, try their best to create value for shareholders and contribute to the development of the company.
According to the measures for the administration of equity incentive of listed companies and relevant rules, the termination of the stock option incentive plan of the company shall be submitted to the general meeting of shareholders for approval after being reviewed and approved by the board of directors. After the termination of the equity incentive plan, it will lose its legal effect, and all documents related to the equity incentive plan shall be terminated.
According to the relevant provisions of the accounting standards for business enterprises, after the termination of the equity incentive plan, the share based payment expenses accrued in previous years will not be reversed, and the share based payment expenses that should have been recognized in the remaining waiting period will be accelerated after the termination of the incentive plan. The impact on the company’s net profit due to the accelerated withdrawal of share based payment expenses shall be subject to the audit results of accounting firms.
5、 Opinions of independent directors
Since the company launched the stock option incentive plan, although the company’s performance has maintained stable growth, in view of the great changes in the background of formulating the incentive plan, it will be difficult to achieve the expected incentive purpose and effect if the stock option incentive plan is continued to be implemented. In order to protect the legitimate interests of the company and the majority of investors, the board of directors of the company decided to terminate the 2020 stock option incentive plan and cancel the relevant stock options. The termination of the stock option incentive plan complies with the relevant provisions of the measures for the administration of equity incentive of listed companies and the incentive plan. The review procedures are legal and compliant, and there is no situation affecting the interests of the company and all shareholders. Therefore, we unanimously agree to terminate the implementation of the company’s 2020 stock option incentive plan, cancel 14.5625 million stock options granted but not exercised, and agree to submit the proposal to the company’s second extraordinary general meeting in 2022 for deliberation.
6、 Opinions of the board of supervisors
The company’s termination of the implementation of the stock option incentive plan and cancellation of relevant stock options comply with the provisions of the company law, the securities law, the measures for the administration of equity incentive of listed companies, the incentive plan and other relevant laws, regulations and normative documents, and there is no situation that damages the interests of the company and all shareholders and violates the provisions of relevant laws and regulations, It will not have a significant impact on the operation and development of the company. It is agreed to terminate the implementation of the 2020 stock option incentive plan and cancel the relevant stock options.
7、 Conclusion of legal opinion of law firm
Guangdong Xinda law firm believes: “as of the date of issuance of the legal opinion, the company has obtained the necessary approval and authorization for the implementation of this incentive plan at this stage, which is in line with the relevant provisions of the company law, the securities law, the management measures, the articles of association and the incentive plan; the company has obtained the necessary approval for this termination and cancellation, which is in line with The relevant provisions of the management measures, the articles of association and the incentive plan do not obviously damage the interests of the company and all shareholders; The company still needs to submit the termination matter to the general meeting of shareholders for deliberation, fulfill the follow-up information disclosure obligation, and timely handle the stock period that has been granted but not yet exercised
