Securities code: Lingyi Itech (Guangdong) Company(002600) securities abbreviation: Lingyi Itech (Guangdong) Company(002600) Announcement No.: 2022046 Lingyi Itech (Guangdong) Company(002600)
About 2018 stock option and restricted stock incentive plan
Announcement on the failure of exercise conditions in the third exercise period and the lifting of restrictions on sale in the lifting of 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, and there are no 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 meeting deliberated and approved the proposal on the exercise conditions of the third exercise period of the stock option and restricted stock incentive plan in 2018 and the failure of lifting the restrictions on sales in the lifting period and the cancellation of some stock options and the repurchase and cancellation of some restricted shares.
In view of the fact that the performance appraisal of the company in 2021 did not meet the conditions for the first and reserved vesting of rights and interests in the third exercise period and the conditions for the lifting of restrictions on sales in the incentive plan for stock options and restricted stocks in Lingyi Itech (Guangdong) Company(002600) 2018 (Draft) (hereinafter referred to as the “incentive plan (Draft)”, some incentive objects resigned for personal reasons, and the result of personal performance appraisal in 2020 was C (to be improved), According to the relevant provisions of the incentive plan (Draft), the company cancelled 14442175 stock options granted but not exercised to 527 incentive objects for the first time, 1525425 stock options granted but not exercised to 243 reserved incentive objects, and repurchased and cancelled 18890377 restricted shares granted but not lifted to 420 incentive objects for the first time 5135025 restricted shares granted to 200 reserved incentive objects but not yet lifted. 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 2018 stock option and restricted stock incentive plan
1. On September 4, 2018, the company held the sixth meeting of the Fourth Board of directors and the fifth meeting of the Fourth Board of supervisors, deliberated and approved the proposal on Lingyi Itech (Guangdong) Company(002600) 2018 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, Cheng Xin, 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. The lawyer issued a legal opinion.
2. The company publicized the names and positions of the granted incentive objects on the company’s intranet from September 5 to September 14, 2018. During the publicity period, the board of supervisors did not receive any objections from employees to the proposed incentive objects, and disclosed the review opinions and publicity instructions of the board of supervisors on the list of incentive objects of the company’s 2018 stock option and restricted stock incentive plan on September 15, 2018. 3. On September 21, 2018, the company held the fifth extraordinary general meeting of shareholders in 2018, deliberated and approved the proposal on Lingyi Itech (Guangdong) Company(002600) 2018 stock option and restricted stock incentive plan (Draft) and its summary and related matters, and disclosed the self inspection report on insider trading of company shares in 2018 stock option and restricted stock incentive plan on September 22, 2018.
4. On September 25, 2018, the company held the 7th Meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors, deliberated and approved the proposal on granting stock options and restricted stocks to the incentive objects of Lingyi Itech (Guangdong) Company(002600) 2018 stock options and restricted stocks incentive plan, and determined September 25, 2018 as the first authorization date of stock options / the first grant date of restricted stocks, 70 million stock options were granted to 943 incentive objects who met the grant conditions, and 180 million restricted shares were granted to 945 incentive objects who met the grant conditions. The independent directors of the company expressed their independent opinions, the board of supervisors verified the list of incentive objects granted stock options and restricted shares, and the lawyer issued a legal opinion.
5. On December 19, 2018, the company issued the announcement on the completion of the grant registration of 2018 stock option and restricted stock incentive plan. The total number of incentive objects granted this time is 831, including 823 stock options, with a total of 69743500 stock options granted; The number of restricted shares granted was 630, and a total of 1 Beijing Oriental Jicheng Co.Ltd(002819) 4 restricted shares were granted.
6. On April 19, 2019, the company held the 12th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors, deliberated and adopted the proposal on canceling some stock options and repurchasing and canceling some restricted shares. The board of directors of the company agreed to cancel 1912800 stock options and buy back 2545936 restricted shares. The repurchase price of restricted shares is 1.66 yuan / share. The independent directors of the company expressed independent opinions on this, and the lawyer issued a legal opinion. The company completed the cancellation procedures of the above stock options on July 30, 2019 and the repurchase cancellation procedures of the above restricted shares on July 31, 2019. 7. On July 22, 2019, the company held the 15th meeting of the 4th board of directors and the 12th meeting of the 4th board of supervisors, deliberated and approved the proposal on granting reserved stock options and restricted stocks to incentive objects, and determined July 22, 2019 as the authorization date and grant date of reserved stock options and restricted stocks, Grant 15 million stock options and 30 million restricted shares to 461 incentive objects respectively. The independent directors of the company expressed independent opinions on this, the board of supervisors verified the list of incentive objects reserved for this grant, and the lawyer issued a legal opinion.
8. On September 10, 2019, the company issued the announcement on the completion of the registration of reserved grant of stock option and restricted stock incentive plan in 2018. The total number of incentive objects reserved for grant this time is 388, of which 388 are granted stock options, with a total of 9004500 stock options granted; The number of restricted shares granted was 282, with a total of 24364400 restricted shares granted.
9. On December 30, 2019, the company held the 23rd Meeting of the 4th board of directors and the 16th meeting of the 4th board of supervisors, deliberated and adopted the proposal on canceling some stock options and repurchasing and canceling some restricted shares. The board of directors of the company agreed to cancel 3890220 stock options and repurchase and cancel 5743240 restricted shares granted for the first time at a repurchase price of 1.66 yuan / share; 469000 restricted shares are reserved for repurchase and cancellation, and the repurchase price is 3.12 yuan / share. The independent directors of the company expressed independent opinions on this, and the lawyer issued a legal opinion. The company completed the cancellation procedures of the above stock options on May 19, 2020 and the repurchase cancellation procedures of the above restricted shares on May 20, 2020.
10. On July 13, 2020, the 31st meeting of the 4th board of directors and the 20th meeting of the 4th board of supervisors of the company passed the proposal on the achievement of granting the exercise conditions in the first exercise period and lifting the restrictions in the first release period of the 2018 stock option and restricted stock incentive plan for the first time, and the proposal on canceling some stock options and repurchasing and canceling some restricted shares. The board of directors of the company agreed to cancel 8809010 stock options granted for the first time and buy back and cancel 17736800 restricted shares granted for the first time at the repurchase price of 1.66 yuan / share; Cancel 1628500 stock options reserved for grant and buy back 1961300 restricted shares reserved for grant at a repurchase price of 3.12 yuan / share. At the same time, as the conditions for the exercise / release of restricted shares and stock options granted for the first time in the company’s 2018 incentive plan have been met, it is agreed to grant 13858230 stock options held by 581 incentive objects for the first time in the form of independent exercise during the first exercise period, and lift the restrictions on the sale of 18564002 restricted shares held by 456 incentive objects for the first time. The independent directors of the company expressed independent opinions on this, and the lawyer issued a legal opinion.
11. September 28, 2020, The 34th meeting of the 4th board of directors and the 23rd Meeting of the 4th board of supervisors of the company deliberated and approved the proposal on reserving and granting the exercise conditions in the first exercise period and the achievement of lifting the restrictions in the first release period of the 2018 stock option and restricted stock incentive plan, and the proposal on adjusting the exercise price of stock option and restricted stock repurchase price in the 2018 stock option and restricted stock incentive plan 。 The board of directors considered that the conditions for the exercise / release of stock options and restricted shares reserved and granted by the company in this incentive plan had been met, and agreed to grant 1707250 stock options reserved and granted to 286 incentive objects in the first exercise period in the form of independent exercise, and release the restrictions on the sale of 5442400 restricted shares reserved and granted to 231 incentive objects. At the same time, since the company’s profit distribution plan for the half year of 2020 has been implemented, it is agreed to adjust the stock option exercise price and restricted stock repurchase price of the company’s incentive plan in 2018 as follows: the exercise price of stock options granted for the first time is adjusted from 3.31 yuan / share to 3.11 yuan / share, and the exercise price of stock options reserved for grant is adjusted from 6.23 yuan / share to 6.03 yuan / share; The repurchase price of restricted shares granted for the first time was adjusted from 1.66 yuan / share to 1.46 yuan / share, and the repurchase price of restricted shares reserved for grant was adjusted from 3.12 yuan / share to 2.92 yuan / share. The independent directors of the company expressed independent opinions on this, and the lawyer issued a legal opinion.
12. The company held the 36th meeting of the 4th board of directors and the 25th meeting of the 4th board of supervisors on December 21, 2020, deliberated and adopted the proposal on canceling some stock options and repurchasing and canceling some restricted shares. The company agreed to cancel 1181625 stock options and repurchase and cancel 1162500 restricted shares granted for the first time, with a repurchase price of 1.46 yuan / share; The repurchase cancellation reserves 422350 shares of restricted shares granted, and the repurchase price is 2.92 yuan / share. The independent directors of the company expressed independent opinions on this, and the lawyer issued a legal opinion.
13. On June 21, 2021, the 7th Meeting of the 5th board of directors and the 5th meeting of the 5th board of supervisors of the company deliberated and approved the proposal on the achievement of the first granting of the exercise conditions in the second exercise period and the lifting of the restriction conditions in the second release period of the stock option and restricted stock incentive plan in 2018. The board of directors considered that the conditions for the exercise / release of restrictions on the rights and interests first granted by the company’s stock option and restricted stock incentive plan in 2018 had been met in the second exercise / release period, and agreed to exercise 13265810 stock options first granted to 555 incentive objects in the second exercise period in the form of independent exercise, and release the restrictions on the sale of 16790571 restricted shares first granted to 442 incentive objects. The independent directors of the company expressed independent opinions on this, and the lawyer issued a legal opinion.
14. On September 13, 2021, the 11th meeting of the 5th board of directors and the 8th meeting of the 5th board of supervisors of the company deliberated and approved the proposal on the reservation and grant of exercise conditions for the second exercise period and the achievement of lifting the restrictions in the second release period of the stock option and restricted stock incentive plan in 2018. The board of directors considered that the conditions for exercise / release of restrictions on the second exercise / release period of rights and interests reserved for grant in the 2018 stock option and restricted stock incentive plan of the company had been met, and agreed to exercise 1489160 stock options held by 254 incentive objects reserved for grant in the second exercise period in the form of independent exercise, and release the restrictions on the sale of 5127450 restricted shares held by 209 incentive objects. The independent directors of the company expressed independent opinions on this, and the lawyer issued a legal opinion.
15. On December 27, 2021, the company held the 15th meeting of the 5th board of directors and the 11th meeting of the 5th board of supervisors, deliberated and adopted the proposal on canceling some stock options and repurchasing and canceling some restricted shares of the 2018 stock option and restricted stock incentive plan. According to the provisions of the incentive plan for the first time in 2020, 2275 shares have been cancelled from the listed company due to the approval of the fifth annual general meeting of shareholders (incentive plan for the first time in 2020), including 2275 shares that have not passed the annual performance appraisal of the company, and 2275 shares have been cancelled from the listed company due to the approval of the incentive plan for the first time in 2020, The repurchase price is 1.46 yuan / share; 868050 restricted shares are reserved for repurchase cancellation, and the repurchase price is 2.92 yuan / share. The independent directors of the company expressed independent opinions on this, and the lawyer issued a legal opinion.
16. 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, deliberated and adopted the “on the exercise conditions and lifting of the restrictions in the third exercise period of the 2018 stock option and restricted stock incentive plan, and the failure to lift the restrictions and cancel some stock options”
