Securities code: Lingyi Itech (Guangdong) Company(002600) securities abbreviation: Lingyi Itech (Guangdong) Company(002600) Announcement No.: 2022047 Lingyi Itech (Guangdong) Company(002600)
About 2020 stock option and restricted stock incentive plan
Announcement on the failure of the exercise conditions in the first exercise period and the lifting of the restrictions on sale in the lifting of the restrictions on sale period and the cancellation of some stock options and the repurchase and cancellation of some restricted shares. The company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete without false records, misleading statements or major omissions.
Lingyi Itech (Guangdong) Company(002600) (hereinafter referred to as “the company”) the 19th meeting of the 5th board of directors was held on April 7, 2022 by on-site combined with communication voting. The convening of the meeting complies with the provisions of the company law and the articles of association. The proposal on lifting the restrictions on the exercise of stock options and cancellation of restricted stock options in the first meeting in 2020 was adopted.
In view of the fact that the performance assessment of the company in 2021 did not meet the exercise conditions and the conditions for the first exercise period of rights and interests granted for the first time in the incentive plan for stock options and restricted stocks in Lingyi Itech (Guangdong) Company(002600) 2020 (Revised Draft) (hereinafter referred to as the “incentive plan (Revised Draft)”), and some incentive objects resigned for personal reasons, according to the relevant provisions of the incentive plan (Revised Draft), The board of directors of the company agreed to cancel 10819080 stock options granted to 379 incentive objects for the first time but not yet exercised, and repurchase and cancel 4428365 restricted shares granted to 365 incentive objects for the first time but not yet lifted the restrictions. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. The relevant matters are explained as follows:
1、 Overview of the company’s 2020 stock option and restricted stock incentive plan
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, deliberated and adopted the proposal on Lingyi Itech (Guangdong) Company(002600) 2020 stock option and restricted stock incentive plan (Draft) and its summary and related matters, and the independent directors of the company expressed their independent opinions, Considering that the incentive plan is conducive to the sustainable development of the company and does 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 relevant proposals of 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, deliberated and adopted the proposal on Lingyi Itech (Guangdong) Company(002600) 2020 stock option and restricted stock incentive plan (Revised Draft) and its summary and related matters, and the independent directors of the company expressed their independent opinions, Considering that the incentive plan is conducive to the sustainable development of the company and does 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 relevant proposals of 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 0026 Zhejiang Jingxin Pharmaceutical Co.Ltd(002020) .
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 objection from any employee to the proposed incentive object, and disclosed the review opinions and publicity statement of the board of supervisors on the list of incentive objects first granted 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, deliberated and approved the proposal on 0026 Zhejiang Jingxin Pharmaceutical Co.Ltd(002020) stock option and restricted stock incentive plan (Revised Draft) and its summary and related matters, On January 16, 2021, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the 2020 stock option and restricted stock incentive plan.
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, deliberated and approved the proposal on granting stock option and restricted stock to the incentive object (after adjustment) first granted in Lingyi Itech (Guangdong) Company(002600) 2020 stock option and restricted stock incentive plan, and determined January 18, 2021 as the first granting date of stock option / restricted stock, 35454600 stock options were granted to 451 incentive objects who met the grant conditions, and 15223400 restricted shares were granted to 450 incentive objects who met 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 stock option and restricted stock incentive plan in Lingyi Itech (Guangdong) Company(002600) 2020.
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. The company held the 15th meeting of the 5th board of directors and the 11th meeting of the 5th board of supervisors on December 27, 2021, and the first extraordinary general meeting of shareholders in 2022 on January 12, 2022, which deliberated and adopted the proposal on canceling some stock options of 2020 stock option and restricted stock incentive plan and repurchasing and canceling some restricted stocks. In accordance with the measures for the administration of equity incentive of listed companies and the company’s incentive plan (Revised Draft) and other relevant provisions, 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.
8. On April 7, 2022, the company held the 19th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors, and deliberated and adopted the proposal on the exercise conditions and lifting of the restrictions during the first exercise period of the 2020 stock option and restricted stock incentive plan, and the failure to lift the restrictions during the lifting of the restrictions and the cancellation of some stock options and the repurchase and cancellation of some restricted shares. According to the measures for the administration of equity incentive of listed companies and the company’s incentive plan (Revised Draft) and other relevant provisions, authorized by the company’s first extraordinary general meeting in 2021, because the company’s performance assessment in 2021 did not meet the exercise conditions and the conditions for lifting the restrictions in the first exercise period of rights and interests granted for the first time in the incentive plan (Revised Draft), and some incentive objects resigned for personal reasons, The board of directors of the company agreed to cancel 10819080 stock options granted for the first time, and repurchase 4428365 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、 Description of the exercise conditions in the first exercise period of the incentive plan and the failure of the lifting of the restrictions in the lifting of the restrictions, and the reasons, quantity, price and source of funds for the cancellation of stock options and the repurchase and cancellation of restricted shares
(I) description of the unfulfilled conditions for the exercise of rights in the first exercise period and the lifting of restrictions on sales in the first exercise period. According to the provisions on the company’s performance assessment requirements in the company’s incentive plan (Revised Draft), the company’s performance assessment objectives for the first exercise period and the lifting of restrictions on sales in the first exercise period are that the company needs to meet one of the following two conditions: one is based on the operating income in 2020, The growth rate of operating revenue in 2021 shall not be less than 40%; Second, based on the net profit attributable to the shareholders of Listed Companies in 2020, the net profit growth rate attributable to the shareholders of Listed Companies in 2021 shall not be less than 40% and the net profit shall not be less than the company’s performance assessment goal of the 2018 stock option and restricted stock incentive plan (draft).
In 2021, the operating revenue was 30.384 billion yuan, with a year-on-year increase of 7.97%. In 2021, the net profit attributable to the shareholders of listed companies was 1.180 billion yuan, with a year-on-year decrease of 47.93%. The performance at the company level did not meet the assessment requirements. In 2020, the exercise conditions in the first exercise period of stock option and restricted stock incentive plan and the release conditions in the release period were not achieved.
According to the relevant provisions of the company’s incentive plan (Revised Draft) and the management measures for the implementation and assessment of 2020 stock option and restricted stock incentive plan, if the company fails to meet the above performance assessment objectives, the stock options of all incentive objects corresponding to the exercisable rights in the assessment year shall not be exercised and shall be cancelled by the company; All restricted shares of incentive objects that can be lifted in the corresponding assessment year shall not be lifted and shall be repurchased and cancelled by the company.
(II) cancellation of stock options
In view of the fact that the performance appraisal of the company in 2021 fails to meet the exercise conditions for the first exercise period in the incentive plan (Revised Draft), the company will cancel 8551080 stock options granted to 339 incentive objects for the first time that do not meet the exercise conditions; At the same time, some incentive objects granted for the first time have resigned from the company, and the company will cancel 2268000 stock options granted but not exercised by 40 incentive objects granted for the first time. To sum up, the board of directors of the company decided to cancel the 10819080 stock options granted but not exercised to the above 379 incentive objects for the first time, accounting for 30.84% of the total stock options granted. After the cancellation, the number of incentive objects granted stock options for the first time was adjusted from 379 to 339, and the number of stock options granted but not exercised was adjusted from 30771600 to 19952520.
(III) repurchase and cancellation of restricted shares
1. Reasons for repurchase and cancellation of restricted shares
In view of the fact that the performance assessment of the company in 2021 did not meet the conditions for lifting the restrictions in the first release period of the incentive plan (Revised Draft), the company will cancel 3486845 restricted shares granted to 326 incentive objects for the first time that did not meet the conditions for lifting the restrictions; At the same time, some incentive objects granted for the first time have resigned from the company, and the company will cancel 941520 restricted shares granted to 39 incentive objects granted for the first time but not lifted. To sum up, the board of directors of the company decided to repurchase and cancel the 4428365 restricted shares granted to the above 365 incentive objects for the first time but not lifted.
2. Number and price of restricted shares repurchased
The total number of restricted shares granted for the first time in this repurchase is 4428365 shares, and the repurchase price is 6.39 yuan / share, accounting for 31.06% of the total amount of restricted shares granted and 0.06% 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 365 to 326, and the number of restricted shares granted but not lifted was adjusted from 12564339 to 8135974.
3. Source of funds for repurchase of restricted shares
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 24025402 restricted shares in the stock option and restricted stock incentive plan in 2018. Therefore, a total of 28453767 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 7042660236 shares. The changes of the 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、 Restricted tradable shares / 1822972802.58% – 284537671538435132.18% non tradable shares
Executive lock up shares 1193610961.69% – 1193610961.69%
Equity incentive restricted shares 629361840.89% – 28453767344824170.49%
2、 Unlimited sale conditions
