Securities code: 002829 securities abbreviation: Beijing Starneto Technology Co.Ltd(002829) Announcement No.: 2021-100 Beijing Starneto Technology Co.Ltd(002829)
Announcement on cancellation of some stock options granted but not exercised
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Beijing Starneto Technology Co.Ltd(002829) (hereinafter referred to as "the company") convened the 9th meeting of the 4th board of directors on December 29, 2021, deliberated and adopted the proposal on canceling some granted but not exercised stock options, and now the relevant adjustments are announced as follows:
1、 Relevant approval procedures for 2021 stock option incentive plan
(i) On March 18, 2021, the third meeting of the Fourth Board of directors of the company deliberated and adopted the
<2021 年股票期权激励计划（草案）>
And its abstract
<2021年股票期权激励计划实施考核管理办法>
And the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 stock option incentive plan, which were deliberated and adopted at the third meeting of the Fourth Board of supervisors, and the independent directors of the company expressed independent opinions.
（2） From March 19, 2021 to March 28, 2021, the company publicized the names and positions of the incentive objects to be granted. On March 31, 2021, the board of supervisors issued the opinions of the board of supervisors on the review and publicity of the list of incentive objects of the company's 2021 stock option incentive plan.
（3） On April 6, 2021, the second extraordinary general meeting of shareholders of the company in 2021 deliberated and adopted the
<2021 年股票期权激励计划（草案）>
And its abstract
<2021年股票期权激励计划实施考核管理办法>
The board of directors of the company is authorized to determine the grant date of stock options, grant stock options to incentive objects when incentive objects meet the conditions, and handle all matters necessary for the grant of stock options; At the same time, the company disclosed the self inspection report on the trading of the company's shares by insiders and incentive objects of the stock option incentive plan in 2021 according to the verification of the trading of the company's shares by insiders.
（4） On May 20, 2021, the fifth meeting of the Fourth Board of directors and the fifth meeting of the Fourth Board of supervisors deliberated and adopted the proposal on adjusting matters related to the 2021 stock option incentive plan and the proposal on granting stock options to incentive objects 。 The board of supervisors verified the list of incentive objects granted and expressed their consent, and the independent directors of the company expressed their independent opinions on the above matters.
（5） On May 31, 2021, confirmed by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the company completed the grant registration of 5.41 million stock options granted to 146 incentive objects. The option abbreviation is Xingwang jlc1, the option code is 037126, and the exercise price of stock options is 28.40 yuan / share. （6） On December 29, 2021, the 9th meeting of the 4th board of directors and the 8th meeting of the 4th board of supervisors deliberated and adopted the proposal on canceling some granted but not exercised stock options, and the independent directors of the company expressed independent opinions on the above matters.
2、 Reasons and quantity of partial stock options cancelled this time
In view of the fact that among the incentive objects granted by the company's 2021 stock option incentive plan (Draft) (hereinafter referred to as the "incentive plan"), 13 incentive objects have resigned for personal reasons and are no longer qualified as incentive objects, according to the incentive plan According to the relevant provisions of the company and the authorization of the second extraordinary general meeting of shareholders in 2021, the board of directors of the company agreed to cancel a total of 542000 stock options granted but not exercised by the above personnel. After the cancellation, the number of stock options granted by the incentive plan was adjusted from 5.41 million to 4.868 million, and the number of incentive objects was adjusted from 146 to 133.
According to the authorization of the company's second extraordinary general meeting in 2021, this cancellation is within the scope of authorization and can be approved by the company's board of directors without submitting it to the general meeting for deliberation.
3、 Impact of this adjustment on the company
The cancellation of some stock options of the 2021 stock option incentive plan will not have a significant impact on the company's financial status and operating results, nor will it affect the continued implementation of the stock option incentive plan.
4、 Opinions of independent directors
After verification, According to the 2021 stock option incentive plan (Draft) According to the relevant provisions of the, it is decided to cancel 542000 stock options granted but not exercised by 13 resigned incentive objects. The cancellation of some stock options of the company complies with relevant laws and regulations, and the procedures are legal and compliant. The cancellation of some stock options will not affect the sustainable development of the company or damage the interests of the company and all shareholders. Therefore, we agree to cancel the stock options granted to some incentive objects but not yet exercised.
5、 Opinions of the board of supervisors
After verification, the board of supervisors believes that 13 original incentive objects of the company leave their jobs for personal reasons and no longer meet the conditions of incentive objects, According to the company's 2021 stock option incentive plan (Draft) The company decided to cancel the 542000 stock options granted but not exercised by the above incentive objects. The cancellation of some stock options complies with relevant laws and regulations, the procedures are legal and compliant, and there is no situation that damages the interests of all shareholders, especially small and medium-sized shareholders. The company agrees to cancel the stock options granted to some incentive objects but not yet exercised.
6、 Legal opinions issued by lawyers
The lawyer of Beijing Kangda law firm believes that as of the date of issuance of this legal opinion, the cancellation of some stock options granted but not exercised by the company has fulfilled the necessary procedures at this stage, and is in line with the measures for the administration of equity incentive, the memorandum, the articles of association, the equity incentive plan and other relevant provisions.
7、 Documents for future reference
1. Resolutions of the 9th meeting of the 4th board of directors;
2. Resolutions of the 8th meeting of the 4th board of supervisors;
3. Independent opinions on matters related to the ninth meeting of the Fourth Board of directors;
4. Legal opinion of Beijing Kangda law firm on Beijing Starneto Technology Co.Ltd(002829) cancellation of some granted but not exercised stock options.
It is hereby announced.
Beijing Starneto Technology Co.Ltd(002829) board of directors December 30, 2021
