Securities code: Genbyte Technology Inc(003028) securities abbreviation: Genbyte Technology Inc(003028) Announcement No.: 2022007 Genbyte Technology Inc(003028)
Announcement on canceling some stock options and repurchasing some restricted shares that have been granted but have not been lifted
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions. Important content tips:
Number of repurchase and cancellation of restricted shares: 39000 shares;
Repurchase price of restricted shares: 21.05 yuan / share.
Number of stock options cancelled: 10000;
Genbyte Technology Inc(003028) (hereinafter referred to as “the company”) held the 18th (Interim) meeting of the second board of directors and the 17th (Interim) meeting of the second board of supervisors on March 4, 2022, and deliberated and adopted the proposal on canceling some stock options and repurchasing some restricted shares that have been granted but not yet cancelled. Up to now, six of the incentive objects of the company’s restricted stock and stock option incentive plan in 2021 have resigned for personal reasons and no longer meet the conditions for becoming incentive objects. In accordance with the company’s incentive plan for restricted shares and stock options in 2021 (Draft) (hereinafter referred to as the “incentive plan”) and relevant laws and regulations, 10000 stock options granted but not exercised held by the above six resignation incentive objects and 39000 restricted shares granted but not lifted will be repurchased and cancelled. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. The relevant matters are hereby announced as follows:
1、 Relevant procedures performed in this incentive plan
1. On April 2, 2021, The company held the 11th (Interim) meeting of the second board of directors, deliberated and approved the proposal on the company’s incentive plan for restricted stocks and stock options in 2021 (Draft) and its summary, and the proposal on the company’s measures for the implementation and assessment of incentive plan for restricted stocks and stock options in 2021 The independent directors of the company expressed independent opinions on the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The 12th (regular) meeting of the second board of directors was held on April 16, 2021, and the proposal on convening the 2020 annual general meeting of shareholders of the company was reviewed and adopted. The lawyer issued a legal opinion and the financial consultant issued an independent financial consultant report.
2. On April 2, 2021, The company held the 10th (Interim) meeting of the second board of supervisors, deliberated and adopted the proposal on the company’s incentive plan for restricted stocks and stock options in 2021 (Draft) and its summary, and the proposal on the company’s administrative measures for the implementation and review of incentive plan for restricted stocks and stock options in 2021 Proposal on verifying the list of incentive objects first granted by the company’s restricted stock and stock option incentive plan in 2021.
3. From April 23, 2021 to May 6, 2021, the company publicized the names and positions of the incentive objects granted by the incentive plan for the first time. During the publicity period, the board of supervisors of the company did not receive any objection and no feedback record. On May 7, 2021, the company disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects first granted by the company’s restricted stock and stock option incentive plan in 2021.
4. On May 12, 2021, The company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on the company’s 2021 restricted stock and stock option incentive plan (Draft) and its summary, the proposal on the company’s measures for the implementation and assessment of the 2021 restricted stock and stock option incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive 。
5. On May 27, 2021, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the restricted stock and stock option incentive plan in 2021.
6. On June 10, 2021, the 14th (Interim) meeting of the second board of directors of the company deliberated and approved the proposal on adjusting the list of incentive objects of restricted shares granted for the first time in the incentive plan of restricted shares and stock options in 2021 and adjusting the grant price of restricted shares and the exercise price of stock options The exercise price of stock options has been adjusted; The proposal on granting restricted stocks and stock options to incentive objects for the first time was reviewed and approved, and it was determined that June 10, 2021 was the first grant date to grant restricted stocks and stock options to incentive objects. The independent directors of the company expressed their independent opinions on this adjustment, the lawyer issued a legal opinion, and the financial consultant issued an independent financial consultant report.
7. On June 10, 2021, The 13th (Interim) meeting of the second board of supervisors of the company deliberated and approved the proposal on adjusting the list of incentive objects of restricted stocks and stock options granted for the first time in the incentive plan for restricted stocks and stock options in 2021 and the proposal on granting restricted stocks and stock options to incentive objects for the first time.
8. On July 2, 2021, the 15th (Interim) meeting of the second board of directors of the company deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted in the incentive plan of restricted stocks and stock options in 2021. The independent directors of the company expressed their independent opinions on this adjustment, and the lawyer issued a legal opinion.
9. On July 2, 2021, the 14th (Interim) meeting of the second board of supervisors of the company deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted in the 2021 restricted stock and stock option incentive plan.
10. On July 9, 2021, the company completed the grant registration of restricted shares of the incentive plan in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. After the grant registration of restricted shares is completed, the total number of shares of the company will be increased from 109 Shanghai Pudong Development Bank Co.Ltd(600000) 00 shares to 111 Shenzhen Weiguang Biological Products Co.Ltd(002880) 00 shares. 11. On March 4, 2022, the company held the 18th (Interim) meeting of the second board of directors and the 17th (Interim) meeting of the second board of supervisors, deliberated and adopted the proposal on canceling some stock options and repurchasing some restricted shares granted but not lifted Proposal on granting some restricted shares reserved in the 2021 incentive plan to incentive objects, etc. The independent director has been granted with legal opinions on the above-mentioned achievement date, and the company has determined that the independent director has met the relevant conditions for granting the independent director; The lawyer made a verification opinion.
2、 The reason, quantity and price of this cancellation of stock options and repurchase and cancellation of restricted shares
1. Reason and quantity of repurchase
According to the provisions of the 2021 restricted stock and stock option incentive plan (Draft): “If the incentive object resigns due to personal reasons, the company dismisses or leaves without authorization, and the incentive object does not lift the restricted shares, the company will repurchase and cancel them at the grant price plus the interest on bank deposits in the same period; the stock options granted to the incentive object but not exercised shall not be exercised and shall be cancelled by the company”. In view of the resignation of six incentive objects, the company will cancel 10000 granted but not exercised stock options and 39000 granted but not lifted restricted shares held by the six incentive objects according to the relevant provisions of the incentive plan.
The total number of restricted shares to be repurchased and cancelled this time is 39000 shares, accounting for 2.78% of the total number of restricted shares granted (14028800 shares), and 0.04% of the total share capital of the company (the total share capital after the closing of the market on December 31, 2021 is 111 Shenzhen Weiguang Biological Products Co.Ltd(002880) 0 shares). The total number of stock options granted but not exercised by some incentive objects to be cancelled is 10000, accounting for 2.86% of the total number of stock options in the equity incentive plan (350000).
2. Repurchase cancellation price
According to the provisions of the incentive plan, the repurchase price of restricted shares involved in the incentive plan that have not been lifted is 21.05 yuan / share. According to the authorization of the 2020 general meeting of shareholders, the repurchase, cancellation of some restricted shares and determination of the repurchase price belong to the scope of authorization, which can be reviewed and approved by the board of directors of the company without submitting to the general meeting of shareholders for review.
3. Source of repurchase funds
The Company repurchased and cancelled 39000 restricted shares, the repurchase price was adjusted to 21.05 yuan / share, and the total amount of funds repurchased was 82095235 yuan. The source of repurchase funds is the company’s own funds.
3、 Expected changes in the company’s equity structure before and after the repurchase
After the completion of the repurchase and cancellation of restricted shares, based on the total share capital of 111 Shenzhen Weiguang Biological Products Co.Ltd(002880) shares after the closing of the market on December 31, 2021, the company’s shares with limited sales conditions will be reduced by 39000 shares; The total share capital of the company was changed from 111 Shenzhen Weiguang Biological Products Co.Ltd(002880) shares to 110963880 shares.
4、 Capital reduction of this repurchase cancellation
The repurchase and cancellation of some restricted shares will reduce the registered capital of the company by 39000 yuan. After the completion of the repurchase and cancellation, the company will perform the relevant capital reduction procedures such as amending the articles of association and industrial and commercial change registration according to law.
5、 Impact on the company
The implementation of stock repurchase plan and partial cancellation of the company’s financial incentive plan will not affect the company’s ability to continue to perform and cancel the company’s debt, and will not have a significant impact on the company’s performance of the stock repurchase plan and the company’s financial stability. 6、 The company’s directors, supervisors, controlling shareholders, actual controllers and persons acting in concert bought and sold the company’s shares within six months before the board of directors made the share repurchase resolution
The directors, supervisors, controlling shareholders, actual controllers and persons acting in concert of the company did not buy or sell the company’s shares within six months before the board of directors made the share repurchase resolution.
7、 Description of special opinions
(I) opinions of independent directors
The independent directors of the company believe that according to the company’s incentive plan for restricted shares and stock options in 2021 (Draft) and relevant provisions of relevant laws and regulations, 6 of the incentive objects no longer meet the conditions to become incentive objects due to resignation. The company plans to cancel 10000 stock options granted to the above six incentive objects but not yet exercised, and 39000 restricted shares granted but not yet lifted the restrictions on sales, with a repurchase price of 21.05 yuan / share. The repurchase price of the company is legal and effective; The cancellation of stock options granted but not yet exercised and repurchase cancellation of restricted shares granted but not yet lifted comply with relevant laws and regulations and the incentive plan for restricted shares and stock options in 2021 (Draft), which will not have a significant impact on the company’s business performance and the interests of all shareholders, especially minority shareholders. Therefore, it is agreed that the company shall cancel 10000 stock options granted but not exercised by the above six persons and repurchase and cancel 39000 restricted shares granted but not lifted.
(II) opinions of the board of supervisors
After review, the board of supervisors of the company believes that according to the measures for the administration of equity incentive of listed companies and the company’s incentive plan for restricted shares and stock options in 2021 (Draft), the six incentive objects have resigned for personal reasons, which is not in line with the provisions on Incentive objects in the company’s equity incentive plan.
The company plans to cancel 10000 stock options granted but not yet exercised and repurchase 39000 restricted shares granted but not yet lifted. The repurchase price is 21.05 yuan / share. The repurchase price of the company is legal and effective, which will not have a material impact on the company’s financial status and operating results, and there is no situation that will damage the interests of the company and all shareholders. Therefore, the board of supervisors agreed that the company would cancel 10000 stock options granted but not exercised by the above six persons and repurchase and cancel 39000 restricted shares granted but not lifted.
(III) legal opinion and concluding observations
Guangdong Huashang law firm believes that as of the issuance date of this legal opinion, the repurchase cancellation has obtained the necessary approval and authorization at this stage, which is in line with the relevant provisions of the company law, the securities law, the management measures and the incentive plan; The reason, quantity, price and capital source of this repurchase cancellation comply with the provisions of the management measures and the incentive plan. The company still needs to fulfill the obligation of information disclosure on this repurchase cancellation in time, and go through the procedures of share change registration and change of registered capital in accordance with the company law, the articles of association and other relevant provisions.
8、 Directory of documents for future reference
1. Resolution of the 18th (Interim) meeting of the second board of directors of the company;
2. Resolution of the 17th (Interim) meeting of the second board of supervisors of the company;
3. Independent opinions of independent directors of the company on matters related to the 18th (Interim) meeting of the second board of directors;
4. Legal opinion of Guangdong Huashang law firm on matters related to the granting of reserved restricted stocks, cancellation of some stock options and repurchase and cancellation of some restricted stocks in the incentive plan for restricted stocks and stock options in Genbyte Technology Inc(003028) 2021.
It is hereby announced.
Genbyte Technology Inc(003028) board of directors March 9, 2022
