Jiangsu Transimage Technology Co.Ltd(002866)
Announcement of resolutions of the 11th meeting of the third board of directors
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. 1、 Convening of board meeting
The 11th meeting of the third board of directors of Jiangsu Transimage Technology Co.Ltd(002866) (hereinafter referred to as "the company") was held on January 13, 2022 in the conference room on the second floor of the company, 33 Lingbo Road, Gaoyou City, Jiangsu Province, in the form of on-site and communication voting. The meeting notice has been sent to all directors by e-mail, telephone, etc. on January 9, 2022. The meeting was convened and presided over by Mr. Zou Weimin, chairman of the company. There were 9 directors who should attend the meeting and 9 directors who actually attended the meeting. All supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of the meeting were in accordance with the relevant provisions of the company law and the articles of association, legal and effective. 2、 Deliberations of the board meeting
After careful deliberation by the directors present, the following proposals were adopted:
1. Deliberated and passed the proposal on the achievement of lifting the restrictions during the third lifting period of the company's stock option and restricted stock incentive plan for the first time granting restricted shares in 2018
In accordance with the relevant provisions of the administrative measures for equity incentive of listed companies, (hereinafter referred to as the "administrative measures") and the revised draft of Jiangsu Transimage Technology Co.Ltd(002866) 2018 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan"), In view of the fact that the third sales restriction period of restricted shares granted by the stock option restricted stock incentive plan for the first time in 2018 is about to expire, and all assessment indicators of the company and relevant incentive objects have met the conditions for the release of restrictions in the third sales restriction period specified in the incentive plan, according to the authorization of the company's third extraordinary general meeting in 2018, The board of Directors considers that the conditions for lifting the restrictions on the sale of restricted shares granted for the first time in the third lifting period of the incentive plan have been met, and agrees to handle the matters related to the lifting of the restrictions on the sale of restricted shares granted for the first time in the third lifting period in accordance with the relevant provisions of the incentive plan. There are 110 incentive objects for the lifting of the restrictions, and the total number of shares lifted is 833400.
For details, please refer to cninfo (www.cn. Info. Com. CN.) on the designated information disclosure website on the same day And the announcement on the achievement of lifting the restrictions in the third lifting period of the first granting of restricted shares by the stock option and restricted stock incentive plan in 2018, disclosed by the designated information disclosure media securities times and China Securities News.
Voting results: 4 in favor, 0 against and 0 abstention.
Related directors Xu Xiaoli, Liu Saiping, Liu Wenhua, Li Jing and Liu Lin avoided voting in the voting of this proposal. Affirmative votes account for 100% of the effective voting rights of the board of directors.
2. The proposal on the achievement of exercise conditions in the third exercise period of stock options first granted by the company's stock option and restricted stock incentive plan in 2018 was reviewed and approved
According to the relevant provisions of the measures for the administration of equity incentive of listed companies and the incentive plan, the third vesting waiting period for the first grant of stock options under the stock option and restricted stock incentive plan in 2018 is about to expire, and the assessment indicators of the company and relevant incentive objects have met the vesting conditions of the third vesting period specified in the incentive plan, According to the authorization of the company's third extraordinary general meeting in 2018, the board of Directors believes that the exercise conditions for the third exercise period of stock options granted for the first time in the incentive plan have been met. In the third exercise period of stock options granted for the first time, a total of 110 incentive objects meet the exercise conditions and 1666800 exercisable stock options.
For details, please refer to cninfo (www.cn. Info. Com. CN.) on the designated information disclosure website on the same day And the announcement on the achievement of exercise conditions in the third exercise period of stock options first granted by the stock option and restricted stock incentive plan in 2018 disclosed by the designated information disclosure media securities times and China Securities News.
Voting results: 4 in favor, 0 against and 0 abstention.
Related directors Xu Xiaoli, Liu Saiping, Liu Wenhua, Li Jing and Liu Lin avoided voting in the voting of this proposal. Affirmative votes account for 100% of the effective voting rights of the board of directors.
3. Deliberated and passed the proposal on the achievement of the conditions for the release of restricted shares in the second release period reserved for the grant of restricted shares in the 2018 stock option and restricted stock incentive plan
According to the relevant provisions of the measures for the administration of equity incentive of listed companies and the incentive plan, the second period for the release of restrictions on the sale of some restricted shares reserved for grant in the stock option and restricted stock incentive plan in 2018 is about to expire, and the assessment indicators of the company and relevant incentive objects have met the conditions for the release of restrictions in the second period specified in the incentive plan, According to the authorization of the company's third extraordinary general meeting in 2018, the board of directors considered that the conditions for the release of restrictions on the second release period of restricted shares reserved and granted in the incentive plan had been met, and agreed to handle the release of restrictions on the second release period of restricted shares reserved and granted in accordance with the relevant provisions of the incentive plan.
There are 14 incentive objects reserved for the second phase of granting restricted shares to lift the restrictions on sales, and the number of shares to lift the restrictions on sales is 461300.
For details, please refer to cninfo (www.cn. Info. Com. CN.) on the designated information disclosure website on the same day And the announcement on the achievement of the conditions for the release of restricted shares in the second period for the release of restricted shares reserved and granted by the stock option and restricted stock incentive plan in 2018 disclosed by the designated information disclosure media securities times and China Securities News.
Voting results: 9 in favor, 0 against and 0 abstention.
4. 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 was reviewed and approved
According to the relevant provisions of the company's incentive plan, in view of the fact that 19 incentive objects leave their jobs for personal reasons and no longer qualify as incentive objects, the board of directors agrees that the company shall repurchase and cancel all the restricted shares granted but not lifted for the above 19 incentive objects, totaling 83880 shares, and 167760 stock options granted but not exercised for cancellation.
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 been lifted, and agreed that the company would cancel 625185 shares of relevant stock options such as giving up exercise due to the resignation of incentive objects and the expiration of exercise period. For details, please refer to cninfo (www.cn. Info. Com. CN.) on the designated information disclosure website on the same day And the announcement on repurchase and cancellation of some restricted shares and cancellation of some stock options under the stock option and restricted stock incentive plan in 2018 disclosed by the designated information disclosure media securities times and China Securities News.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be deliberated and approved by the general meeting of shareholders of the company.
5. The proposal on changing the registered capital and amending the articles of association was deliberated and adopted
In view of the fact that the company will repurchase and cancel 83880 shares of restricted shares granted to 19 incentive objects but not lifted, the company's share capital will be changed from 287655011 shares to 287571131 shares, and the registered capital will be changed from 287655011 yuan to 287571131 yuan, in accordance with the company law, the guidelines for the articles of association of listed companies and other relevant provisions, The company intends to amend the corresponding provisions of the articles of association, and propose to the general meeting of shareholders to authorize the board of directors to specifically handle matters related to this proposal, such as industrial and commercial change registration, change registration of various warrants, modification of system documents, etc.
For details, please refer to cninfo (www.cn. Info. Com. CN.) on the designated information disclosure website on the same day And the amendment to the articles of Association disclosed by the designated information disclosure media securities times and China Securities News.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be deliberated and approved by the general meeting of shareholders of the company.
6. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
In accordance with the company law, the rules for the general meeting of shareholders of listed companies and the articles of association, the board of directors of the company plans to convene the first extraordinary general meeting of shareholders of the company in 2022 on February 9, 2022.
For details, please refer to cninfo (www.cn. Info. Com. CN.) on the designated information disclosure website on the same day And the notice on convening the company's first extraordinary general meeting in 2022 disclosed by the designated information disclosure media securities times and China Securities News.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
Resolution of the 11th meeting of the 3rd board of directors.
It is hereby announced.
Jiangsu Transimage Technology Co.Ltd(002866) board of directors January 13, 2022
