Securities code: 002600 securities abbreviation: Lingyi Itech (Guangdong) Company(002600) Announcement No.: 2021-148 Lingyi Itech (Guangdong) Company(002600)
On cancellation of 2020 stock option and restricted stock incentive plan
Announcement on partial stock options, repurchase and cancellation of partial restricted shares
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.
The 15th meeting of the 5th board of directors of Lingyi Itech (Guangdong) Company(002600) (hereinafter referred to as “the company”) was held on December 27, 2021 by means of on-site combined with communication voting. The meeting was held in accordance with the provisions of the company law and the articles of association. The meeting was deliberated and adopted Proposal on cancellation of some stock options and repurchase cancellation of some restricted shares in 2020 stock option and restricted stock incentive plan.
Since some incentive objects have resigned from the company (Note: some incentive objects have been granted stock options and restricted shares at the same time), according to the Lingyi Itech (Guangdong) Company(002600) 2020 stock option and restricted stock incentive plan (Draft Revision) (hereinafter referred to as “incentive plan (Draft Revision)” ）According to the relevant provisions of the, the company will cancel 4305000 stock options granted but not exercised by 61 incentive objects granted for the first time, and repurchase and cancel 1691000 restricted shares granted but not lifted by 55 incentive objects granted for the first time. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. The relevant matters are described as follows: I. overview of the company’s stock option and restricted stock incentive plan in 2020
1. On December 21, 2020, the company held the 36th meeting of the 4th board of directors and the 25th meeting of the 4th board of supervisors, which deliberated and adopted the
< Lingyi Itech (Guangdong) Company(002600) 2020年股票期权与限制性股票激励计划（草案）>
The independent directors of the company expressed their independent opinions on the proposal and its summary, and believed that the incentive plan was conducive to the sustainable development of the company and did not harm the interests of the company and all shareholders. Li Dongfang, the independent director of the company, solicited voting rights from all shareholders on the proposal related to the incentive plan submitted to the general meeting of shareholders for deliberation. Beijing Tianyuan (Shenzhen) law firm issued the legal opinion of Beijing Tianyuan (Shenzhen) law firm on Lingyi Itech (Guangdong) Company(002600) 2020 stock option and restricted stock incentive plan.
2. On December 30, 2020, the company held the 38th meeting of the 4th board of directors and the 26th meeting of the 4th board of supervisors, which deliberated and adopted the
< Lingyi Itech (Guangdong) Company(002600) 2020年股票期权与限制性股票激励计划（草案修订稿）>
The independent directors of the company expressed their independent opinions on the proposal and its summary, and believed that the incentive plan was conducive to the sustainable development of the company and did not harm the interests of the company and all shareholders. Li Dongfang, the independent director of the company, solicited voting rights from all shareholders on the proposal related to the incentive plan submitted to the general meeting of shareholders for deliberation. Beijing Tianyuan (Shenzhen) law firm issued the legal opinion of Beijing Tianyuan (Shenzhen) law firm on matters related to the adjustment of stock option and restricted stock incentive plan in Lingyi Itech (Guangdong) Company(002600) 2020.
3. The company has publicized the names and positions of the granted incentive objects on the company’s intranet. The publicity period is from December 31, 2020 to January 9, 2021. During the publicity period, the board of supervisors did not receive any objections from employees to the proposed incentive objects, and disclosed the review opinions and publicity statement of the board of supervisors on the list of incentive objects first granted (after adjustment) by the company’s 2020 stock option and restricted stock incentive plan on January 11, 2021.
4. On January 15, 2021, the company held the first extraordinary general meeting of shareholders in 2021, The proposal on Lingyi Itech (Guangdong) Company(002600) 2020 stock option and restricted stock incentive plan (Revised Draft) and its summary and related matters were deliberated and passed, and the self inspection report on insider information of 2020 stock option and restricted stock incentive plan and incentive object’s purchase and sale of company shares was disclosed on January 16, 2021.
5. On January 18, 2021, the company held the 40th meeting of the 4th board of directors and the 27th meeting of the 4th board of supervisors, The proposal on granting stock options and restricted stocks to the incentive objects (after adjustment) first granted under the Lingyi Itech (Guangdong) Company(002600) 2020 stock option and restricted stock incentive plan was reviewed and approved , it is determined that January 18, 2021 will be the first grant date of stock options / the first grant date of restricted shares, 35.4546 million stock options will be granted to 451 incentive objects who meet the grant conditions, and 15.2234 million restricted shares will be granted to 450 incentive objects who meet the grant conditions. The independent directors of the company expressed their independent opinions, and the board of supervisors verified the list of incentive objects granted stock options and restricted shares this time. Beijing Tianyuan (Shenzhen) law firm issued the legal opinion of Beijing Tianyuan (Shenzhen) law firm on matters related to the first grant of Lingyi Itech (Guangdong) Company(002600) 2020 stock option and restricted stock incentive plan.
6. On February 23, 2021, the company issued the announcement on the completion of the registration of the first grant of stock option and restricted stock incentive plan in 2020. The total number of incentive objects granted for the first time is 440, of which 440 are granted stock options, with a total of 35076600 stock options granted; The number of restricted shares granted was 420, with a total of 14255339 restricted shares granted.
7. On December 27, 2021, the company held the 15th meeting of the 5th board of directors and the 11th meeting of the 5th board of supervisors, deliberated and adopted the proposal on cancellation of some stock options and repurchase cancellation of some restricted shares in 2020 stock option and restricted stock incentive plan. According to the measures for the administration of equity incentive of listed companies and the company’s incentive plan (Revised Draft) As authorized by the company’s first extraordinary general meeting in 2021, the company agreed to cancel 4305000 shares of stock options granted for the first time due to the resignation of incentive objects from the company, and repurchase and cancel 1691000 shares of restricted shares granted for the first time, with a repurchase price of 6.39 yuan / share. The independent directors of the company expressed independent opinions on this, and the lawyer issued a legal opinion.
2、 The reason, quantity, price and source of funds for the cancellation of stock options and the repurchase and cancellation of restricted shares
(i) Cancellation of stock options
In view of the fact that some incentive objects first granted under the 2020 stock option and restricted stock incentive plan of the company have resigned from the company, the board of directors of the company decided to cancel 4305000 stock options granted to the above 61 incentive objects but not yet exercised, accounting for 12.27% of the total granted stock options. After the cancellation, the number of incentive objects granted stock options for the first time was adjusted from 440 to 379, and the number of stock options granted but not exercised was adjusted from 35076600 to 30771600.
（2） Repurchase and cancellation of restricted shares
1. Reasons for repurchase cancellation
In view of the fact that some of the incentive objects first granted under the 2020 stock option and restricted stock incentive plan of the company have resigned from the company, the board of directors of the company decided to repurchase and cancel the restricted shares granted to the above 55 incentive objects but not lifted.
2. Repurchase quantity and price
The total number of restricted shares granted for the first time in this repurchase is 1691000, and the repurchase price is 6.39 yuan / share, accounting for 11.86% of the total amount of restricted shares granted and 0.02% of the total share capital of the company before repurchase. After the cancellation of this repurchase, the number of incentive objects granted restricted shares for the first time was adjusted from 420 to 365, and the number of restricted shares granted but not lifted was adjusted from 14255339 to 12564339.
3. Source of repurchase funds
The repurchase price of restricted shares is the company’s own funds.
3、 Changes in share capital structure
This repurchase cancellation is implemented simultaneously with the repurchase cancellation of 2294261 restricted shares in the stock option and restricted stock incentive plan in 2018. Therefore, a total of 3985261 restricted shares were repurchased and cancelled in the stock option and restricted stock incentive plan in 2018 and 2020.
After the completion of the repurchase and cancellation procedures of restricted shares, the total share capital of the company was reduced from 7071114003 shares to 7067128742 shares. The changes in the share capital structure of the company are as follows:
Before and after this change
Nature and quantity of shares (shares)
Quantity (share) proportion quantity (share) proportion
1、 Tradable shares with restricted sales conditions / non tradable shares of 1822972812.58% – 3985261178312022.52%
Executive locking shares 1193610971.69% – 1193610971.69%
Equity incentive restricted shares 629361840.89% – 3985261589509230.83%
2、 Non tradable shares 688881672297.42% – 688881672297.48%
3、 Total share capital 7071114003100.00% – 39852617067128742100.00%
Note: the capital structure after the change of capital structure is subject to the capital structure table issued by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
After the cancellation of this repurchase, the controlling shareholder and actual controller of the company will not change, and the equity distribution of the company still meets the listing conditions.
4、 The impact of the cancellation of stock options and repurchase of restricted shares on the company
The cancellation of some stock options and the repurchase and cancellation of some restricted shares will not have a material impact on the company’s financial status and operating results, nor will it affect the diligence of the company’s management team. The company’s management team will continue to earnestly perform their duties and try their best to create value for shareholders.
5、 Follow up work arrangements for the cancellation of stock options and the repurchase and cancellation of restricted shares
The board of directors of the company will go through the relevant procedures for the cancellation of stock options and the repurchase and cancellation of restricted shares in accordance with the provisions of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., and fulfill the obligation of information disclosure in a timely manner.
6、 Opinions of independent directors
Whereas some incentive objects of the company’s 2020 stock option and restricted stock incentive plan have resigned from the company, According to the relevant provisions of the incentive plan (Revised Draft), the board of directors of the company agreed to cancel 4305000 stock options granted to 61 incentive objects for the first time but not yet exercised, and agreed to repurchase and cancel 1691000 restricted shares granted to 55 incentive objects for the first time but not yet lifted.
The cancellation of some stock options and the repurchase and cancellation of some restricted shares of the company this time comply with the administrative measures for equity incentive of listed companies and other laws, regulations Normative documents and the company’s incentive plan (Revised Draft) And its abstract, and the reasons, quantity and price for cancellation of stock options and repurchase and cancellation of restricted shares are legal and effective. The above matters will not affect the continuous implementation of the company’s 2020 stock option and restricted stock incentive plan, have a significant impact on the company’s operating performance, and will not affect the diligence of the company’s management team. The company has fulfilled the necessary procedures, agreed to cancel some stock options and repurchase and cancel restricted shares, and submitted them to the general meeting of shareholders for deliberation.
7、 Opinions of the board of supervisors
After review, the board of supervisors held that: in view of the resignation of some incentive objects of the company’s 2020 stock option and restricted stock incentive plan from the company, the board of directors of the company decided to cancel 4305000 stock options granted to 61 incentive objects but not yet exercised, The repurchase and cancellation of 1691000 restricted shares granted to 55 incentive objects but not yet lifted are in line with the administrative measures for equity incentive of listed companies and other laws According to the provisions of laws and regulations, normative documents and the company’s incentive plan (Revised Draft) and its abstract, the procedures of the board of directors on Canceling Part of stock options and repurchase and cancellation of part of restricted shares comply with relevant regulations, which are legal and effective.
8、 Lawyer’s legal opinion
Our lawyers believe that as of the date of issuance of this legal opinion, the cancellation of this repurchase has obtained the necessary approval and authorization, and the quantity and price of this repurchase cancellation comply with the provisions of the administrative measures and the incentive plan (Revised Draft), which is legal and effective.
9、 Documents for future reference
1. The 5th board of directors
