Securities code: Changying Xinzhi Technology Co.Ltd(002664) securities abbreviation: Changying Xinzhi Technology Co.Ltd(002664) Announcement No.: 2022023 Changying Xinzhi Technology Co.Ltd(002664)
About adjusting the stock option incentive plan in 2022
Announcement on the list of incentive objects and the number of granted rights and interests
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.
Changying Xinzhi Technology Co.Ltd(002664) (hereinafter referred to as “the company” and “the company”) held the 18th meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors on March 16, 2022, deliberated and adopted the proposal on adjusting the list of incentive objects and the number of granted rights and interests of the 2022 stock option incentive plan. The relevant adjustments are hereby announced as follows:
1、 Relevant approval procedures for 2022 stock option incentive plan of the company
1. The proposal on the incentive plan of the company and the summary of the fourth session of the board of directors on the implementation of the company’s stock option plan in 2022 were reviewed and adopted at the 16th session of the board of directors on February 24, 2022 Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company’s 2022 stock option incentive plan and other relevant proposals. The independent directors of the company have expressed independent opinions on matters related to the equity incentive plan of the company.
2. From January 25, 2022 to February 7, 2022, the company publicized the names and positions of the incentive objects on the internal bulletin board of the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the proposed incentive objects of the incentive plan. On February 8, 2022, the board of supervisors of the company issued the statement of the board of supervisors on the review opinions and publicity of the list of incentive objects in the 2022 stock option incentive plan.
3. On January 27, 2022, the company disclosed the self inspection report of the incentive object and insider of the incentive plan on the purchase and sale of the company’s shares within 6 months before the disclosure of the incentive plan.
4. On February 14, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on the company’s 2022 stock option incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2022 stock option incentive plan, the proposal on submitting the company’s general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 stock option incentive plan, and other relevant proposals, Authorize the board of directors to fully handle matters related to the incentive plan within the scope permitted by laws and regulations.
5. On March 16, 2022, the company held the 18th meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors, deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted under the 2022 stock option incentive plan, the proposal on granting stock options to incentive objects and other relevant proposals. The independent directors of the company have expressed independent opinions on the matters related to the grant of stock options involved in the incentive plan, and believe that the grant conditions specified in the incentive plan have been met, the subject qualification of the granted incentive object is legal and effective, and the determined grant date meets the relevant provisions. The independent financial adviser and legal adviser hired by the company gave professional opinions on the granting of stock options to incentive objects.
2、 Description of adjustment items
The incentive object pan Linshun is no longer eligible for the incentive object of this incentive plan due to his resignation, and the company will withdraw a total of 30000 stock options to be granted to him. In 2022, the total number of stock option incentive objects granted by the stock option incentive plan was adjusted from 125 to 124, and the number of stock options granted was adjusted from 6.055 million to 5.975 million, accounting for 1.48% of the current share capital of the company.
3、 Impact of this adjustment on the company
This adjustment will not have a material impact on the company’s financial position and operating results.
4、 Opinions of independent directors
The company’s adjustment of the incentive objects and the number of granted rights and interests of the 2022 stock option incentive plan complies with the requirements of the measures for the administration of equity incentive of listed companies, the 2022 stock option incentive plan and relevant laws and regulations. The adjustment procedure is legal and compliant, and there is no harm to the interests of the listed company and all shareholders. Therefore, we unanimously agree that the company will adjust the relevant matters of the 2022 stock option incentive plan.
5、 Opinions of the board of supervisors
After review, the board of supervisors believes that the company’s adjustment of the incentive objects and the number of granted rights and interests of stock options in the 2022 stock option incentive plan meets the requirements of the administrative measures for equity incentive of listed companies, the 2022 stock option incentive plan (Draft) and relevant laws and regulations, the adjustment procedure is legal and compliant, and there is no situation that damages the interests of the listed company and all shareholders.
6、 Conclusion of legal opinion
The legal opinions issued by Beijing Deheng Law Firm on the adjustment and grant of the company’s stock option incentive plan believe that:
1. The company has obtained necessary approval and authorization for this adjustment and this grant, which complies with the relevant provisions of the management measures and other laws, regulations and normative documents as well as the incentive plan. The company still needs to perform the corresponding obligation of information disclosure and go through the registration procedures of this grant according to law.
2. The adjustment of the number of incentive objects and granted rights and interests of the company this time complies with the relevant provisions of the management measures and other laws, regulations and normative documents as well as the incentive plan.
3. The authorization date granted by the company this time complies with the relevant provisions of the administrative measures and other laws, regulations and normative documents as well as the incentive plan. The conditions for the incentive object to be granted stock options specified in the incentive plan have been met. The incentive object, grant quantity and exercise price granted this time comply with the relevant provisions of the company law, the securities law, the administrative measures and the incentive plan.
It is hereby announced.
Changying Xinzhi Technology Co.Ltd(002664) board of directors
March 18, 2022
