Jiangsu Transimage Technology Co.Ltd(002866)
About 2018 stock option and restricted stock incentive plan
Announcement on repurchase and cancellation of some restricted shares and 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.
According to the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) The relevant provisions of the Jiangsu Transimage Technology Co.Ltd(002866) 2018 stock option and restricted stock incentive plan (Draft) (Revised) (hereinafter referred to as the “incentive plan”) and the authorization of the third extraordinary general meeting of shareholders of Jiangsu Transimage Technology Co.Ltd(002866) (hereinafter referred to as the “company” or ” Jiangsu Transimage Technology Co.Ltd(002866) “) in 2018 to the board of directors, the company held the 11th meeting of the third board of directors on January 13, 2022, The meeting deliberated and adopted the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options under the 2018 stock option and restricted stock incentive plan. In view of the fact that 19 incentive objects granted by the company’s 2018 stock option and restricted stock incentive plan have resigned for personal reasons and do not meet the incentive conditions, The board of directors of the company agreed to repurchase and cancel a total of 83880 restricted shares granted but not yet unlocked to the above incentive objects, and cancel 167760 stock options granted but not yet approved to exercise.
In view of the fact that some incentive objects submitted the statement of stock option waiver to the company, and the incentive objects voluntarily and unconditionally abandoned 400500 stock options in the second exercise period of stock options granted for the first time, the board of directors agreed that the company would grant stock options to relevant incentive objects for the first time and cancel the stock options in the second exercise period; The incentive objects voluntarily and unconditionally give up 56925 stock options reserved and granted in the first exercise period of stock options, and the board of directors agrees that the company will cancel the stock options reserved and granted by relevant incentive objects corresponding to the first exercise period.
To sum up, according to the relevant provisions of the company’s incentive plan, the board of directors agreed that the company would buy back and cancel 83880 shares of all restricted shares granted to 19 incentive objects who have resigned but have not yet lifted the restrictions on sales, and agreed that the company would cancel 625185 shares of relevant stock options granted but not yet exercised due to the resignation of incentive objects and the waiver of exercise at the expiration of the exercise period. Relevant matters are hereby announced as follows:
1、 Brief introduction and implementation of the company’s incentive plan
1. On November 26, 2018, the company held the 12th meeting of the second board of directors, deliberated and adopted the proposal on and its summary, and the proposal on The independent directors of the company gave independent opinions and the law firm gave legal opinions on the proposals related to the incentive plan such as the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
2. On November 26, 2018, the company held the eighth meeting of the second board of supervisors, deliberated and adopted the proposal on the company’s 2018 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s measures for the administration of the assessment of the implementation of the 2018 stock option and restricted stock incentive plan The proposal on the list of some incentive objects granted by the company for the first time under the 2018 stock option and restricted stock incentive plan and other relevant proposals of the incentive plan have verified the list of incentive objects of the incentive plan and confirmed the subject qualification of the incentive objects of the incentive plan.
3. From November 27, 2018 to December 6, 2018, the company publicized the names and positions of the list of incentive objects granted this time in the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects proposed in the incentive plan. On December 7, 2018, the board of supervisors issued the statement of the board of supervisors on the review and publicity of the list of incentive objects of the company’s 2018 stock option and restricted stock incentive plan.
4. On December 12, 2018, the company held the third extraordinary general meeting of shareholders in 2018, deliberated and adopted the proposal on the company’s 2018 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s measures for the implementation and assessment of 2018 stock option and restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive; It also disclosed the self inspection report on the trading of the company’s shares by insiders with inside information about the company’s stock option and restricted stock incentive plan in 2018.
5. On January 14, 2019, the company held the 13th meeting of the second board of directors and the 9th meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the company’s 2018 stock option and restricted stock incentive plan and the proposal on granting stock option and restricted stock to incentive objects for the first time, It is proposed to grant 5.592 million stock options to 171 incentive objects, and the exercise price of this option is 11.23 yuan / share. It is proposed to grant 3.728 million restricted shares to 171 incentive objects, and the grant price of this restricted stock is 5.62 yuan / share. The independent directors of the company expressed independent opinions on this, and the board of supervisors verified the list of incentive objects granted stock options and restricted shares this time. The law firm issued a legal opinion.
6. In the process of determining the capital payment and equity registration after the grant date, 11 incentive objects gave up the subscription of all the restricted shares to be granted to them for personal reasons, 1 incentive object gave up the subscription of part of the restricted shares to be granted to them, and 11 incentive objects gave up all the stock options to be granted to them for personal reasons. In this incentive plan, the number of incentive objects granted restricted shares for the first time was adjusted to 160, the actual number of restricted shares granted was adjusted to 3.61 million, the number of incentive objects granted stock options for the first time was adjusted to 160, and the actual number of stock options granted was adjusted to 5.421 million.
On January 29, 2019, the registration formalities of the above first granted stock options and restricted stocks were completed, including the completion date of stock option grant registration on January 29, 2019 and the listing date of restricted stocks on January 31, 2019.
7. On August 6, 2019, the company held the 16th meeting of the second board of directors and the 12th meeting of the second board of supervisors respectively, The proposal on adjusting some provisions of the and the proposal on adjusting the exercise price of stock options granted for the first time in the 2018 stock option and restricted stock incentive plan were reviewed and approved.
According to the authorization of the general meeting of shareholders, the board of directors of the company adjusted the exercise price of stock options first granted under the 2018 stock option and restricted stock incentive plan. The exercise price of stock options granted for the first time was adjusted from 11.23 yuan / share to 11.14 yuan / share.
8. On December 10, 2019, the company held the 20th meeting of the second board of directors and the 15th meeting of the second board of supervisors respectively to consider and pass the proposal on granting reserved stock options and restricted stocks to the incentive objects of the 2018 stock option and restricted stock incentive plan. The independent directors of the company expressed independent opinions on the above proposal, It is considered that the reserved grant conditions have been fulfilled, the subject qualification of incentive objects is legal and effective, and the determined authorization / grant date complies with relevant regulations. The board of supervisors verified the list of some incentive objects reserved for grant and issued verification opinions.
9. On January 14, 2020, the company held the 22nd Meeting of the second board of directors and the 17th meeting of the second board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options under the 2018 stock option and restricted stock incentive plan The proposal on the achievement of the exercise conditions in the first exercise period of the company’s stock option and restricted stock incentive plan in 2018, and the proposal on the achievement of the release conditions in the first release period of the company’s stock option and restricted stock incentive plan in 2018. Confirmed by the board of directors of the company, the board of supervisors and independent directors respectively expressed their consent that 1353120 restricted shares and 1522260 stock options held by the above 144 incentive objects meet the conditions for lifting the restrictions in the first lifting period / the conditions for exercising in the first exercise period. At the same time, as the resignation of 16 incentive objects does not meet the incentive conditions, the company plans to repurchase and cancel the 227200 restricted shares granted to the above 16 incentive objects that have not been unlocked, and cancel a total of 346800 stock options granted but not yet approved to exercise.
10. On January 22, 2020, the company disclosed the suggestive announcement on the release of restricted shares from listing and circulation during the first release period of restricted shares granted by the stock option and restricted stock incentive plan in 2018.
11. On January 23, 2020, the company disclosed the announcement on the completion of the registration of the grant of reserved restricted shares in the 2018 stock option and restricted stock incentive plan. The company completed the registration of reserved shares in the 2018 stock option and restricted stock incentive plan. The grant date of the reserved restricted shares is December 10, 2019, with 14 grant objects, The price is awarded 6.03 yuan / share, the number of 922600 shares granted, the listing date is January 31, 2020, and then adjusted to February 3, 2020. The company disclosed the announcement on the completion of the registration of the grant of some reserved stock options under the 2018 stock option and restricted stock incentive plan. The grant date of the reserved part of the options is December 10, 2019, with 14 grant objects, and the exercise price of the granted stock options is 12.05 yuan / share. The number of grants is 1383900, and the completion date of option grant registration is January 22, 2020.
On January 30, 2020, the company disclosed the announcement on adjusting the listing date of some restricted shares reserved in the 2018 stock option and restricted stock incentive plan.
12. On February 2, 2020, the company disclosed the announcement on adjusting the listing and circulation date of the first release period of restricted shares granted by the stock option and restricted stock incentive plan in 2018. The listing and circulation date of the restricted shares whose sales restrictions were lifted: February 3, 2020, and the listing and circulation date of the restricted shares whose sales restrictions were lifted after adjustment: February 4, 2020.
13. On February 3, 2020, the company held the second extraordinary general meeting of shareholders in 2020, deliberated and approved the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options under the 2018 stock option and restricted stock incentive plan. It is agreed to repurchase and cancel 227200 restricted shares granted but not yet unlocked to 16 original incentive objects who have not met the incentive conditions due to resignation, and cancel a total of 346800 stock options granted but not yet approved to exercise. The company has completed the above repurchase and cancellation procedures in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
14. On March 18, 2020, the company disclosed the announcement on the completion of the cancellation of the repurchase of some restricted shares granted for the first time by the stock option and restricted stock incentive plan in 2018 (Announcement No.: 2020-021) and the announcement on the completion of the cancellation of some stock options granted for the first time by the stock option and restricted stock incentive plan in 2018.
15. On March 26, 2020, the company disclosed the announcement on the first exercise result and share listing of the first exercise period of stock options and restricted stock incentive plan granted for the first time in 2018. The number of exercise shares this time: 9300600 shares, and the listing time of exercise shares this time: March 27, 2020. After this exercise, there are 592200 exercisable stock options that meet the exercise conditions of the first exercise period of stock options in the incentive plan.
16. On October 28, 2020, the company held the 27th meeting of the second board of directors and the 22nd Meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting some provisions of < Jiangsu Transimage Technology Co.Ltd(002866) 2018 stock option and restricted stock incentive plan (Draft) According to the proposal on adjusting the exercise price of stock options and reserved stock options granted for the first time under the stock option and restricted stock incentive plan in 2018, the exercise price of some stock options granted for the first time that have not been exercised is adjusted from 11.14 yuan / share to 11.05 yuan / share, and the exercise price of some stock options reserved for grant is adjusted from 12.05 yuan / share to 11.96 yuan / share.
17. On November 16, 2020, the company held the fifth extraordinary general meeting of shareholders in 2020, deliberated and approved the proposal on adjusting some provisions of Jiangsu Transimage Technology Co.Ltd(002866) 2018 stock option and restricted stock incentive plan (Draft)
18. On December 8, 2020, the company held the 28th meeting of the second board of directors and the 23rd Meeting of the second board of supervisors, deliberated and adopted the proposal on the achievement of exercise conditions reserved for the first exercise period of 2018 stock option and restricted stock incentive plan. Confirmed by the board of directors of the company, the board of supervisors and independent directors respectively expressed their consent opinions and agreed to 14 incentives
