Securities code: Visionox Technology Inc(002387) securities abbreviation: Visionox Technology Inc(002387) Announcement No.: 2022045 Visionox Technology Inc(002387)
On canceling the grant of 2021 stock option and restricted stock incentive plan
Announcement of remaining reserved interests
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.
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 the remaining reserved rights and interests granted to the 2021 stock option and restricted stock incentive plan. According to the reserved distribution principle of the company for the 2021 stock option and restricted stock incentive plan (hereinafter referred to as "the incentive plan"), the, In addition to the part reserved for grant determined by the company, the company decided to cancel the grant of 13300 reserved partial stock options and 18300 reserved partial restricted shares remaining in the 2021 stock option and restricted stock incentive plan. The relevant matters are explained as follows:
1、 2021 stock option and restricted stock incentive plan has completed the approval procedures
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、 Reasons and quantity for canceling the grant of remaining reserved rights and interests
According to the relevant provisions of 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 grant of some stock options and restricted shares reserved by the company shall be completed within 12 months after the company's general meeting of shareholders deliberates and approves the incentive plan. According to the reserved allocation principle of the company for the incentive plan, the company decided to cancel the grant of the remaining 13300 reserved partial stock options and 18300 reserved partial restricted shares in the incentive plan, except for the part reserved and granted by the company.
3、 The impact of the cancellation of the grant of residual reserved rights and interests on the company
The cancellation of the grant of the remaining reserved stock options and restricted shares will not affect the capital structure of the company, will not have a significant impact on the company's financial status and operating performance, will not affect the implementation of the company's stock options and restricted stock incentive plan in 2021, and will not affect 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 review, we believe that: according to the company's reserved allocation principle for the 2021 stock option and restricted stock incentive plan, the company has decided to cancel the grant of the remaining 13300 reserved stock options and 18300 reserved restricted shares in the incentive plan, except for the part reserved and granted by the company, which is in line with the administrative measures for equity incentive of listed companies The 2021 stock option and restricted stock incentive plan of the company (Draft) and other relevant provisions do not damage the interests of the company and all shareholders. Therefore, it is agreed that the company will cancel the remaining reserved rights and interests granted to the 2021 stock option and restricted stock incentive plan.
5、 Opinions of the board of supervisors
After verification, the board of supervisors believes that, except for the part reserved for grant determined by the company, the company cancels the grant of the remaining reserved rights and interests of the 2021 stock option and restricted stock incentive plan, which is in line with the relevant provisions of the measures for the administration of equity incentive of listed companies and the 2021 stock option and restricted stock incentive plan (Draft), as well as the actual situation of the company and the reserved distribution principle of the incentive plan. Therefore, it is agreed that the company will cancel the granting of 13300 reserved partial stock options and 18300 reserved partial restricted shares remaining in the 2021 stock option and restricted stock incentive plan.
6、 Conclusion of legal opinion
Beijing Jincheng Tongda law firm believes that the adjustment of the number of reserved rights and interests granted by the company in this incentive plan is in line with the relevant provisions of the administrative measures for equity incentive of listed companies and the company's 2021 stock option and restricted stock 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
