Securities code: Visionox Technology Inc(002387) securities abbreviation: Visionox Technology Inc(002387) Announcement No.: 2022043 Visionox Technology Inc(002387)
On cancellation of 2021 stock option and restricted stock incentive plan
Announcement 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. Special tips:
The stock options cancelled this time involve 17 incentive objects, and the number of stock options cancelled is 1638800, accounting for 0.1185% of the total share capital of the company before the cancellation of restricted stock repurchase.
Visionox Technology Inc(002387) (hereinafter referred to as "the company") held the 16th meeting of the 6th board of directors and the 14th meeting of the 6th board of supervisors on May 18, 2022, deliberated and adopted the proposal on canceling some stock options of 2021 stock option and restricted stock incentive plan, Since 17 incentive objects no longer meet the incentive conditions of the company's 2021 stock option and restricted stock incentive plan (hereinafter referred to as the "incentive plan") due to resignation, according to the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures") and the company's 2021 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan (Draft)", etc, The company decided to cancel a total of 1638800 stock options granted but not exercised by the above 17 employees. The relevant matters are explained as follows: I. brief introduction to the implementation of stock option and restricted stock incentive plan in 2021
1. On May 12, 2021, the company held the 19th meeting of the 5th board of directors and the 12th meeting of the 5th board of supervisors respectively, deliberated and adopted the proposal on the company's 2021 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on the measures for the administration of the implementation and assessment of the company's 2021 stock option and restricted stock incentive plan The independent directors of the company expressed their independent opinions on the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and the proposal on verifying the list of incentive objects first granted by the company's stock option and restricted stock incentive plan in 2021. 2. From May 13, 2021 to May 22, 2021, the company publicized the names and positions of the incentive objects first granted by the incentive plan within the company. During the publicity period, the company has not received any objections from employees. On May 28, 2021, the company held the second meeting of the sixth board of supervisors, deliberated and approved the proposal on the review and publicity of the list of incentive objects first granted by the company's stock option and restricted stock incentive plan in 2021. The board of supervisors believed that the incentive objects listed in the incentive plan for the first time met the conditions specified in relevant laws, regulations and normative documents, It is legal and effective as the incentive object granted for the first time in this incentive plan.
3. On August 27, 2021, the company held the sixth extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the company's 2021 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the administration of the implementation and assessment of the company's 2021 stock option and restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The company disclosed the self inspection report on the trading of the company's shares by insiders and incentive objects of the stock option and restricted stock incentive plan in 2021.
4. On September 28, 2021, the company held the 7th Meeting of the 6th board of directors and the 6th meeting of the 6th board of supervisors, which deliberated and approved the proposal on adjusting matters related to the company's 2021 stock option and restricted stock incentive plan, and the proposal on the company's first granting of stock option and restricted stock to the incentive objects of 2021 stock option and restricted stock incentive plan, The independent directors of the company expressed their independent opinions on the above matters, the lawyer issued a legal opinion, and the financial consultant issued an independent financial consultant report.
5. On October 19, 2021, the company disclosed the announcement on the completion of the first grant of stock options of the company's 2021 stock option and restricted stock incentive plan. The company completed the registration of the first grant of stock options of 2021 stock option and restricted stock incentive plan on October 18, 2021. The number of stock options actually granted and registered for the first time was 322939 million, and the incentive objects were 331, The exercise price is 9.49 yuan / share, the abbreviation of the option is Weixin jlc2, and the option code is 037178.
6. On November 16, 2021, the company disclosed the announcement on the completion of the first grant of restricted shares of the company's 2021 stock option and restricted stock incentive plan. The company completed the first grant registration of restricted shares of the 2021 stock option and restricted stock incentive plan. The first actual grant registration of restricted shares was 14875100 shares, 151 incentive objects, and the first grant price was 4.75 yuan / share, The restricted shares granted for the first time were listed on November 17, 2021.
7. On May 18, 2022, the company held the 16th meeting of the 6th board of directors and the 14th meeting of the 6th board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in 2021 stock option and restricted stock incentive plan, the proposal on cancellation of some stock options in 2021 stock option and restricted stock incentive plan The independent directors of the company have expressed their independent opinions on the above matters, and the lawyers have expressed their opinions on the cancellation of the above stock options The financial advisor issued an independent financial advisor's report on the matters of restricted stock repurchase, cancellation and reserved grant.
2、 Reason, quantity and corresponding accounting treatment of cancellation
1. Reason and quantity of cancellation
According to the provisions of the incentive plan (Draft):
If the incentive object's contract expires and will not be renewed or resigns voluntarily, its exercised shares will not be processed, and the granted but not exercised stock options will not be exercised and will be cancelled by the company; The restricted shares that have been released from the sale restriction shall not be disposed of. The restricted shares that have been granted but have not been released from the sale restriction shall not be released from the sale restriction, and the company shall repurchase and cancel them at the grant price.
In view of the fact that 17 incentive objects have resigned, according to the provisions of the incentive plan (Draft), 17 incentive objects are no longer eligible for incentive. The 1638800 stock options granted but not exercised by them will be cancelled by the company, accounting for 5.07% of the number of stock options actually granted and registered for the first time in the incentive plan and 0.12% of the total share capital of the company before the cancellation of restricted stock repurchase.
2. Corresponding accounting treatment
The company will conduct corresponding accounting treatment for this cancellation in accordance with the relevant provisions of the accounting standards for Business Enterprises No. 11 - share based payment and the accounting standards for Business Enterprises No. 22 - recognition and measurement of financial instruments issued by the Ministry of finance.
3、 Impact of partial cancellation of stock options on the company
The cancellation of some stock options will not have a significant impact on the company's financial status and operating performance, the implementation of the company's stock options and restricted stock incentive plan in 2021, or the enthusiasm and stability of the company's management team. The company's management team will continue to be diligent and conscientious, earnestly perform their duties and create value for shareholders.
4、 Opinions of independent directors
After verification, the cancellation of some stock options of the company this time complies with the relevant provisions of laws and regulations such as the measures for the administration of equity incentive of listed companies and the company's 2021 stock option and restricted stock incentive plan (Draft), the approval procedures are legal and compliant, and there is no situation that affects the sustainable operation of the company and damages the interests of the company and all shareholders. Therefore, the independent directors unanimously agreed that the company would cancel 1638800 stock options granted but not exercised by 17 former employees.
5、 Opinions of the board of supervisors
After verification, the board of supervisors believes that 17 incentive objects of the company no longer meet the incentive conditions of the company's 2021 stock option and restricted stock incentive plan due to resignation, and the company plans to cancel a total of 1638800 stock options granted but not exercised by the above 17 employees. The cancellation of some stock options of the company complies with the administrative measures for equity incentive of listed companies and other laws and regulations and the relevant provisions of the company's 2021 stock option and restricted stock incentive plan (Draft). Some stock options cancelled this time are legal and effective.
6、 Conclusion of legal opinion
The company has obtained the necessary approval and authorization at this stage for the cancellation of some stock options related matters for this incentive plan. According to the resignation of 17 incentive objects, the board of directors of the company decided to cancel a total of 1638800 stock options granted to them, which is in line with the provisions of the management measures and the incentive plan (Draft). 7、 Documents for future reference
1. Resolutions of the 16th meeting of the 6th board of directors;
2. Resolutions of the 14th meeting of the 6th board of supervisors;
3. Independent opinions of independent directors on matters related to the 16th meeting of the sixth board of directors of the company; 4. Legal opinion of Beijing Jinchengtongda law firm on matters related to the repurchase and cancellation of some restricted shares, cancellation of some stock options and grant of reserved rights and interests under the stock option and restricted stock incentive plan in Visionox Technology Inc(002387) 2021.
It is hereby announced.
Visionox Technology Inc(002387) board of directors may 19, 2002
