Securities code: Guangdong Transtek Medical Electronics Co.Ltd(300562) securities abbreviation: Guangdong Transtek Medical Electronics Co.Ltd(300562) Announcement No.: 2022023 Guangdong Transtek Medical Electronics Co.Ltd(300562)
Announcement on cancellation of some stock options
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. Special tips:
The second exercise period of stock options first granted by the 2018 stock option and restricted stock incentive plan (hereinafter referred to as the “incentive plan”) has expired on January 17, 2022. During the second exercise period, four incentive objects have not completed the independent exercise. According to relevant regulations, the company will cancel the 61023 stock options granted but not exercised.
Guangdong Transtek Medical Electronics Co.Ltd(300562) (hereinafter referred to as ” Guangdong Transtek Medical Electronics Co.Ltd(300562) ” or “the company”) on 2022
On March 17, 2003, the 27th meeting of the third board of directors and the 25th meeting of the third board of supervisors were held, and the proposal on canceling some stock options was considered and adopted. The specific conditions are announced as follows: I. the decision-making procedures and approval of the incentive plan have been fulfilled
1. On September 21, 2018, the company held the 18th meeting of the second board of directors, deliberated and approved the proposal on Guangdong Transtek Medical Electronics Co.Ltd(300562) 2018 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on Guangdong Transtek Medical Electronics Co.Ltd(300562) 2018 stock option and restricted stock incentive plan implementation assessment management measures Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, etc. On the same day, the company held the 15th meeting of the second session of the board of supervisors, deliberated and approved the proposal on Guangdong Transtek Medical Electronics Co.Ltd(300562) 2018 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on Guangdong Transtek Medical Electronics Co.Ltd(300562) 2018 stock option and restricted stock incentive plan implementation and assessment management measures Proposal on verifying the list of incentive objects first granted by the company’s 2018 stock option and restricted stock incentive plan. The independent directors of the company expressed independent opinions on the relevant situation of the equity incentive plan.
2. On November 23, 2018, the company held the 20th meeting of the second board of directors, deliberated and approved the proposal on Guangdong Transtek Medical Electronics Co.Ltd(300562) 2018 stock option and restricted stock incentive plan (Revised Draft) and its summary, and the proposal on proposing to convene the fourth extraordinary general meeting of shareholders in 2018. On the same day, the company held the 17th meeting of the second board of supervisors, deliberated and approved the proposal on Guangdong Transtek Medical Electronics Co.Ltd(300562) 2018 stock option and restricted stock incentive plan (Revised Draft) and its summary, and the proposal on verifying the list of incentive objects first granted by the company’s 2018 stock option and restricted stock incentive plan (after adjustment). The independent directors of the company issued independent opinions on the relevant situation of the equity incentive plan, the lawyer issued a legal opinion, and the financial consultant issued an independent financial consultant report.
3. From November 27, 2018 to December 6, 2018, the company publicized the list of incentive objects of the incentive plan through cninfo.com and the company’s official website. As of the expiration of the publicity period, the board of supervisors of the company has not received any objections or adverse reactions from employees to the incentive objects, and there is no feedback record. On December 7, 2018, the company held the 18th meeting of the second session of the board of supervisors, deliberated and approved the proposal on the publicity of the list of incentive objects (after adjustment) granted for the first time in the 2018 stock option and restricted stock incentive plan. The board of supervisors of the company considered that the incentive objects listed in the stock option and restricted stock incentive plan complied with relevant laws and regulations The conditions stipulated in laws and regulations and normative documents are legal and effective as the incentive object of this incentive plan.
4. On December 13, 2018, the company held the fourth extraordinary general meeting of shareholders in 2018, deliberated and approved the proposal on Guangdong Transtek Medical Electronics Co.Ltd(300562) 2018 stock option and restricted stock incentive plan (Revised Draft) and its summary, and the proposal on Guangdong Transtek Medical Electronics Co.Ltd(300562) 2018 stock option and restricted stock incentive plan implementation assessment management measures Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. On the same day, the board of directors of the company issued Guangdong Transtek Medical Electronics Co.Ltd(300562) the self inspection report on the trading of the company’s shares by insiders of the 2018 stock option and restricted stock incentive plan. According to the self inspection, the insiders of the relevant insider information did not engage in insider trading within 6 months before the public disclosure of the company’s 2018 stock option and restricted stock incentive plan.
5. The company held the 21st Meeting of the second board of directors and the 19th meeting of the second board of supervisors on December 13, 2018, and deliberated and adopted the proposal on granting stock options and restricted shares to incentive objects. The independent directors of the company expressed independent opinions on this, believing that the subject qualification of incentive objects is legal and effective, and the determined grant date meets relevant regulations. The board of supervisors verified the list of incentive objects granted stock options and restricted stocks this time. The lawyer issued a legal opinion and the financial consultant issued an independent financial consultant report.
6. On January 18, 2019, according to the measures for the administration of equity incentive of listed companies issued by the China Securities Regulatory Commission, the relevant rules of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the company completed the registration of the first grant of stock options and restricted shares under the incentive plan after being reviewed and confirmed by Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd, Option Code: jl0336. The registration time of stock options granted is January 18, 2019. The number of registered stock options is 2417136 and 44 incentive objects are granted. The listing date of the restricted shares granted is January 18, 2019, the registered number of restricted shares is 997349, and 42 incentive objects are granted.
7. On December 18, 2019, the company held the 7th Meeting of the 3rd board of directors and the 6th meeting of the 3rd board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares, the proposal on cancellation of some stock options, the proposal on adjusting the exercise price of stock options in 2018 stock option and restricted stock incentive plan Proposal on the achievement of the conditions of the first exercise period / lifting the restriction period for the first grant of rights and interests under the stock option and restricted stock incentive plan in 2018 and other relevant proposals.
The independent directors of the company expressed independent opinions on the relevant situation of the equity incentive plan, and the lawyer issued a legal opinion.
8. On January 6, 2020, the company held the first extraordinary general meeting of shareholders in 2020 and deliberated and adopted the proposal on repurchase and cancellation of some restricted shares.
9. On June 15, 2020, the company held the 10th meeting of the 3rd board of directors and the 9th meeting of the 3rd board of supervisors, deliberated and adopted the proposal on adjusting the exercise price of stock options under the 2018 stock option and restricted stock incentive plan. The independent directors of the company expressed independent opinions on the adjustment of the exercise price of stock options, and the lawyer issued a legal opinion.
10. On December 18, 2020, the company held the 18th meeting of the third board of directors and the 16th meeting of the third board of supervisors. The meeting deliberated and adopted the proposal on repurchase and cancellation of some restricted shares and the proposal on cancellation of some stock options Proposal on the achievement of the conditions for the first grant of rights and interests in the second exercise period / lifting the restriction period of stock options and restricted stock incentive plan in 2018 and other relevant proposals. The independent directors of the company expressed independent opinions on the relevant situation of the equity incentive plan, and the lawyer issued a legal opinion. 11. On January 5, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of some restricted shares.
12. On June 22, 2021, the company held the 21st Meeting of the third board of directors and the 19th meeting of the third board of supervisors, deliberated and adopted the proposal on adjusting the exercise price of stock options under the 2018 stock option and restricted stock incentive plan. The independent directors of the company expressed independent opinions on the adjustment of the exercise price of stock options, and the lawyer issued a legal opinion.
13. On December 17, 2021, the company held the 26th meeting of the third board of directors and the 24th Meeting of the third board of supervisors. The meeting deliberated and adopted the proposal on repurchase and cancellation of some restricted shares, the proposal on cancellation of some stock options Proposal on the achievement of the conditions for the first granting of rights and interests in the third exercise period / lifting the restriction period of stock options and restricted stock incentive plan in 2018 and other relevant proposals. The independent directors of the company expressed independent opinions on the relevant situation of the equity incentive plan, and the lawyer issued a legal opinion. 14. On January 4, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on repurchase and cancellation of some restricted shares.
15. On March 17, 2022, the company held the 27th meeting of the third board of directors and the 25th meeting of the third board of supervisors, and deliberated and adopted the proposal on canceling some stock options. The independent directors of the company expressed independent opinions on the relevant situation of the equity incentive plan, and the lawyer issued a legal opinion. 2、 Reasons and quantity of this cancellation of stock options
The second exercise period of stock option granted by the company for the first time in this incentive plan has expired on January 17, 2022. According to the relevant provisions of 2018 stock option and restricted stock incentive plan (Revised Version) and 2018 measures for the implementation and assessment management of stock option and restricted stock incentive plan, after the end of each exercise period of stock option, the current stock option of the incentive object that has not been exercised shall be terminated, The company will be cancelled. In the second exercise period of stock options granted by the company for the first time in this incentive plan, there are 4 incentive objects who have not completed independent exercise, and a total of 61023 stock options have not completed independent exercise. The company will cancel this part of stock options. 3、 Impact of partial cancellation of stock options on the company
The cancellation of some stock options 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. 4、 Opinions of independent directors
In view of the fact that four incentive objects have not completed the exercise of stock options during the second exercise period of stock options first granted by the company’s stock option and restricted stock incentive plan in 2018, according to relevant regulations, the company will cancel 61023 stock options that have been granted but have not completed the independent exercise.
After careful review, the independent directors agreed that the above cancellation of some stock options complies with the relevant laws and regulations such as the administrative measures for equity incentive of listed companies, the company’s 2018 stock option and restricted stock incentive plan (Revised Draft) and the administrative measures for the implementation and assessment of 2018 stock option and restricted stock incentive plan, and the procedures are legal and compliant. The cancellation of some stock options of the company this time will not affect the continuous operation of the company, nor will it damage the interests of the company and all shareholders, especially the rights and interests of minority shareholders. Therefore, we agree to cancel some stock options this time. 5、 Opinions of the board of supervisors
After careful review, the board of supervisors believes that: according to the relevant laws and regulations such as the measures for the administration of equity incentive of listed companies, the company’s 2018 stock option and restricted stock incentive plan (Revised Version) and the measures for the administration of the assessment of the implementation of stock option and restricted stock incentive plan in 2018, the relevant procedures for the cancellation of some stock options of the company are legal and compliant, It will not have a significant impact on the company’s operating performance. Therefore, the company agrees to cancel the above stock options in accordance with the 2018 stock option and restricted stock incentive plan (Revised Version) and relevant procedures. 6、 Lawyer’s legal opinion
According to the authorization of the fourth extraordinary general meeting of shareholders in 2018 to the board of directors, the cancellation has obtained the necessary approval and authorization at this stage and performed the corresponding procedures; The reason and quantity of this cancellation comply with the relevant provisions of the management measures and other laws, regulations, normative documents and the incentive plan; This cancellation will not have a material impact on the company’s financial situation and operating results, nor will it affect the diligence of the company’s management team. 7、 Documents for future reference
1. Guangdong Transtek Medical Electronics Co.Ltd(300562) the resolution of the 27th meeting of the third board of directors;
2. Guangdong Transtek Medical Electronics Co.Ltd(300562) the resolution of the 25th meeting of the third board of supervisors;
3. Guangdong Transtek Medical Electronics Co.Ltd(300562) independent directors’ independent opinions on matters related to the 27th meeting of the third board of directors;
4. Other documents required by Beijing Anjie (Shanghai) law firm on Guangdong Transtek Medical Electronics Co.Ltd(300562) 20185 and Shenzhen Stock Exchange. It is hereby announced.
Guangdong Transtek Medical Electronics Co.Ltd(300562) board of directors
March 19, 2002
