Securities code: Loctek Ergonomic Technology Corp(300729) securities abbreviation: Loctek Ergonomic Technology Corp(300729) Announcement No.: 2022035 bond Code: 123072 bond abbreviation: lege convertible bond
Loctek Ergonomic Technology Corp(300729)
Announcement on cancellation of some options of 2020 stock option incentive plan
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records
Contains, misleading statements or material omissions.
Loctek Ergonomic Technology Corp(300729) (hereinafter referred to as "the company") held the 39th meeting of the 4th board of directors and the 32nd meeting of the 4th board of supervisors on April 11, 2022, deliberated and adopted the proposal on canceling some options of 2020 stock option incentive plan. Now the relevant matters are explained as follows:
1、 Decision making procedures and approval of 2020 stock option incentive plan
1. On June 12, 2020, the company held the 13th meeting of the 4th board of directors, deliberated and passed the proposal on the company's 2020 stock option incentive plan (Draft) and its summary, the proposal on the company's assessment and management measures for the implementation of 2020 stock option incentive plan, and the proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to 2020 stock option incentive plan. Independent directors of the company expressed independent opinions.
2. On June 12, 2020, the company held the 11th meeting of the 4th board of supervisors, deliberated and passed the proposal on the company's 2020 stock option incentive plan (Draft) and its summary, the proposal on the company's measures for the implementation and assessment of 2020 stock option incentive plan, and the proposal on the verification of the company's list of incentive objects of 2020 stock option incentive plan.
3. From June 13, 2020 to June 23, 2020, the company publicized the names and positions of the list of incentive objects through the company's OA office system. On June 22, 2020, the company disclosed the self inspection report on the trading of the company's shares by insiders and incentive objects of the company's 2020 stock option incentive plan. On June 23, 2020, the board of supervisors of the company issued the verification opinions and publicity statement of the board of supervisors on the list of incentive objects of the company's 2020 stock option incentive plan.
4. On June 30, 2020, the company held the third extraordinary general meeting of shareholders in 2020, deliberated and passed the proposal on the company's 2020 stock option incentive plan (Draft) and its summary, the proposal on the company's measures for the assessment and management of the implementation of 2020 stock option incentive plan, and the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to 2020 stock option incentive plan.
5. On July 10, 2020, the company held the 15th meeting of the 4th board of directors and the 13th meeting of the 4th board of supervisors, deliberated and adopted the proposal on granting stock options to incentive objects, the independent directors of the company expressed independent opinions on relevant matters, and the board of supervisors verified the list of incentive objects granted stock options this time.
6. On July 23, 2020, the company completed the grant registration of the 2020 stock option incentive plan, granting 1.9 million stock options to 89 incentive objects.
7. On June 21, 2021, the company held the 29th meeting of the 4th board of directors and the 25th meeting of the 4th board of supervisors, deliberated and adopted the proposal on adjusting the exercise price and quantity of options in the 2020 stock option incentive plan and canceling some stock options. The incentive objects of the company's 2020 stock option incentive plan will be adjusted from 89 to 85, and the exercise price will be adjusted from 28.75 yuan / share to 13.68 yuan / share, The number of options granted was adjusted from 1900000 to 3812640. Among the original incentive objects, four incentive objects resigned for personal reasons and no longer have incentive qualification. The 67000 stock options granted but not exercised by the above-mentioned resigned personnel shall not be exercised and shall be cancelled by the company. After the cancellation, the incentive objects of the company's stock option incentive plan in 2020 will be adjusted from 89 to 85. The cancellation of the above stock options has been completed on June 30, 2021.
8. On August 9, 2021, the company held the 31st meeting of the 4th board of directors and the 26th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the achievement of exercise conditions in the first exercise period of 2020 stock option incentive plan. In the first exercise period of 2020, there were 84 incentive objects with 1486825 stock options.
According to the proposal on Canceling Part of the stock options granted in the 2020 stock option incentive plan, in view of the fact that five of the 85 incentive objects in the first exercise period of the 2020 stock option incentive plan do not meet the conditions for full proportion exercise, the company decided to cancel 38231 stock options that failed to exercise full proportion of routine rights. The above cancellation was completed on September 14, 2021.
2、 Reasons and quantity of partial cancellation of stock options
In view of the fact that during the second waiting period of the 2020 stock option incentive plan, three of the original incentive objects resigned for personal reasons, according to the provisions of the 2020 stock option incentive plan (Draft) and its summary, the company needs to cancel 62400 stock options granted but not exercised by the above three employees. After the cancellation, the number of incentive objects in the 2020 stock option incentive plan of the company will be adjusted from 85 to 82, and the number of remaining stock options held by incentive objects will be 2225184.
3、 Impact of partial cancellation of stock options on the company
This cancellation 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 strive to create value for shareholders.
4、 Opinions of independent directors
After verification, in view of the resignation of three incentive objects due to personal reasons in the second waiting period, according to the measures for the administration of equity incentive of listed companies and the company's 2020 stock option incentive plan (Draft), the company cancelled a total of 62400 stock options granted but not exercised by the above incentive objects. We believe that the cancellation of some stock options of the company complies with the relevant provisions of relevant laws, regulations and normative documents, and the decision-making procedures are legal and compliant, which will not affect the sustainable development of the company or damage the interests of the company and all shareholders. Therefore, we agree to the cancellation of the company's stock option.
5、 Opinions of the board of supervisors
After deliberation, all supervisors agreed that in view of the fact that three of the original incentive objects resigned for personal reasons during the second waiting period of the 2020 stock option incentive plan, the board of supervisors agreed that the company would cancel 62400 stock options granted but not exercised by the above three employees in accordance with the 2020 stock option incentive plan (Draft) and the authorization of the third extraordinary general meeting of shareholders in 2020.
6、 Lawyer's legal opinion
To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the cancellation of the company has obtained the necessary approval and authorization; The cancellation complies with the relevant provisions of the management measures, the articles of association and the incentive plan, and the company is still required to handle information disclosure and other relevant procedures for the cancellation.
7、 Documents for future reference
1. Resolutions of the 39th meeting of the 4th board of directors;
2. Resolutions of the 32nd meeting of the 4th board of supervisors;
3. Independent opinions of independent directors on matters related to the 39th meeting of the Fourth Board of directors;
4. Legal opinion issued by Guohao law firm (Shanghai).
It is hereby announced.
Loctek Ergonomic Technology Corp(300729) board of directors April 13, 2022
