Securities code: By-Health Co.Ltd(300146) securities abbreviation: By-Health Co.Ltd(300146) Announcement No.: 2022010 By-Health Co.Ltd(300146) about
Announcement on cancellation of some stock options granted in the second phase of 2019 stock option incentive plan
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
By-Health Co.Ltd(300146) (hereinafter referred to as “the company”) held the 15th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors on March 4, 2022, deliberated and adopted the proposal on canceling the stock options granted in the second stock option incentive plan in 2019. The relevant matters are explained as follows:
1、 Brief description of the company’s 2019 phase II stock option incentive plan and the completed approval procedures
1. On December 20, 2019, the company held the 31st meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors, The proposal on the company’s second stock option incentive plan in 2019 (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s second stock option incentive plan in 2019, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the second stock option incentive plan in 2019 were reviewed and approved. The second stock option incentive plan of the company in 2019 (hereinafter referred to as “this incentive plan”) plans to grant 10 million stock options to incentive objects, including 9.27 million for the first time and 730000 reserved. The exercise price of stock options granted for the first time is 15.96 yuan. The independent directors of the company expressed independent opinions on this, and the board of supervisors of the company issued verification opinions on the list of objects granted for the first time in this incentive plan. 2. From December 23, 2019 to January 1, 2020, the company publicized the names and other information of the incentive objects granted for the first time within the company. On January 2, 2020, the board of supervisors of the company issued the review opinions and publicity statement of the board of supervisors on the list of incentive objects granted for the first time in the second stock option incentive plan of the company in 2019.
3. On January 7, 2020, the company held the first extraordinary general meeting of shareholders in 2020, The proposal on the company’s second stock option incentive plan in 2019 (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s second stock option incentive plan in 2019, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the second stock option incentive plan in 2019 were reviewed and approved.
4. On January 15, 2020, the company held the 32nd meeting of the 4th board of directors and the 18th meeting of the 4th board of supervisors, deliberated and approved the proposal on the first grant of stock options involved in the second phase of 2019 stock option incentive plan and the proposal on adjusting the list and number of incentive objects first granted in the second phase of 2019 stock option incentive plan, It was determined that the authorization date for the first grant of stock options in the company’s stock option incentive plan was January 15, 2020. At the same time, in view of the fact that two incentive objects no longer qualified as incentive objects due to resignation, the number of incentive objects granted for the first time was adjusted from 103 to 101, and the number of stock options granted for the first time was adjusted from 9.27 million to 9.09 million. The independent directors of the company expressed their independent opinions. The company completed the registration of the first grant of stock options under this incentive plan on February 28, 2020.
5. As of January 6, 2021, 730000 stock options reserved in the incentive plan have not been granted within 12 months after the incentive plan is deliberated and approved by the general meeting of shareholders of the company, and these rights and interests are invalid.
6. On March 5, 2021, the company held the 8th meeting of the 5th board of directors and the 7th Meeting of the 5th board of supervisors, deliberated and adopted the proposal on canceling the stock options granted in the second stock option incentive plan in 2019, which was agreed by the independent directors of the company. The company cancelled a total of 3.861 million first granted stock options granted to some incentive objects but not yet exercised, which were completed on March 12, 2021.
7. On April 28, 2021, the company held the 10th meeting of the 5th board of directors and the 8th meeting of the 5th board of supervisors, and deliberated and adopted the proposal on adjusting the exercise price of stock options granted for the first time in the second stock option incentive plan in 2019. The independent directors expressed their independent opinions on this matter.
8. On March 4, 2022, the sixth meeting of the nomination, remuneration and assessment committee of the Fifth Board of directors of the company deliberated and approved the proposal on the assessment results of incentive objects in the second exercise period of stock options first granted by the second stock option incentive plan in 2019 and other proposals.
9. On March 4, 2022, the company held the 15th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors, deliberated and adopted the proposal on the achievement of the exercise conditions for the second exercise period of stock options first granted by the second stock option incentive plan in 2019. There are 2 incentive objects who meet the exercise conditions this time, and the number of stock options that can be exercised is 54000 shares, The exercise price is 14.90 yuan / share. The independent directors expressed their independent opinions on this matter, and the board of supervisors issued verification opinions on the list of incentive objects of feasible rights; The proposal on cancelling some stock options granted in the second stock option incentive plan in 2019 was reviewed and approved, and a total of 2.691 million stock options were proposed to be cancelled. The independent directors expressed their independent opinions on this matter. Guohao law firm (Guangzhou) issued a legal opinion.
2、 Reasons and quantity of partial cancellation of stock options
In accordance with the relevant provisions of the company’s 2019 second stock option incentive plan, the management measures for the implementation and assessment of 2019 second stock option incentive plan and the authorization of the first extraordinary general meeting of shareholders in 2020, in view of the changes in the personal conditions such as resignation of the 14 original incentive objects first granted by the 2019 second stock option incentive plan, they are no longer qualified as incentive objects, The stock options granted but not exercised will be cancelled; In the second exercise period of stock options granted for the first time, the company level performance appraisal conditions meet the standards. Among the incentive objects, 67 stock options that do not meet the exercise conditions will be cancelled because the individual performance appraisal results in 2021 are “not up to expectations”. A total of 2.691 million stock options are to be cancelled this time.
After the cancellation, 69 incentive objects of stock options were granted for the first time in the second phase of 2019 stock option incentive plan, and the remaining stock options totaled 2.538 million.
3、 Impact of the cancellation of stock options on the company
The cancellation of some stock options this time will not have a significant impact on the company’s financial status and operating performance, and will not affect the continued implementation of the company’s second phase stock option incentive plan in 2019.
4、 Opinions of independent directors
Given that the original incentive object of the second phase of 2019 stock option incentive plan is no longer qualified as an incentive object due to changes in personal conditions such as resignation, the stock options granted but not exercised will be cancelled; In addition, some incentive objects whose individual performance appraisal results in 2021 are “not up to expectations”, whose stock options that do not meet the exercise conditions will be cancelled. The company plans to cancel a total of 2.691 million stock options this time. The cancellation of some stock options complies with relevant laws, regulations and normative documents and the relevant provisions of the company’s 2019 second stock option incentive plan, does not damage the rights and interests of the company and all shareholders, and will not have a significant impact on the company’s financial status and operating results. Therefore, all independent directors of the company agree to cancel some stock options this time.
5、 Opinions of the board of supervisors
This cancellation of some stock options complies with relevant laws, regulations and normative documents and the relevant provisions of the company’s 2019 second stock option incentive plan. There is no situation that damages the interests of the company and all shareholders, and will not have a significant adverse impact on the company’s financial status and operating results. Therefore, the board of supervisors of the company agreed to cancel some stock options this time.
6、 Legal opinion and concluding observations
The lawyer of Guohao law firm (Guangzhou) believes that: By-Health Co.Ltd(300146) the achievement of exercise conditions and cancellation of some granted stock options in the second exercise period of the incentive plan have obtained the necessary approval and authorization at this stage; The fulfillment of the exercise conditions and the cancellation of some granted stock options in the second exercise period of the incentive plan comply with the relevant provisions of the measures for the administration of equity incentives of listed companies and the 2019 second stock option incentive plan. The company still needs to apply to China depository and Clearing Co., Ltd. for relevant cancellation procedures and fulfill the obligation of information disclosure in accordance with the law.
7、 Documents for future reference
1. Resolutions of the 15th meeting of the 5th board of directors;
2. Independent opinions of independent directors on matters related to the 15th meeting of the Fifth Board of directors;
3. Resolutions of the 13th meeting of the 5th board of supervisors;
4. Legal opinions on the achievement of exercise conditions and cancellation of some granted stock options in the second exercise period of the second stock option incentive plan of By-Health Co.Ltd(300146) 2019 issued by Guohao law firm (Guangzhou).
It is hereby announced.
By-Health Co.Ltd(300146) board of directors
March 4, 2002
