Securities code: Visionox Technology Inc(002387) securities abbreviation: Visionox Technology Inc(002387) Announcement No.: 2022040 Visionox Technology Inc(002387)
Announcement of resolutions of the 16th meeting of the 6th 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 the board of directors
Visionox Technology Inc(002387) (hereinafter referred to as "the company") the notice of the 16th meeting of the sixth board of directors (hereinafter referred to as "the meeting") was sent by e-mail and personal notice on May 11, 2022. The meeting was held in the conference room on the second floor of Huanyang building, building 7, yard 1, Shangdi East Road, Haidian District, Beijing on the afternoon of May 18, 2022 by on-site combined with communication voting. The meeting was presided over by Mr. Zhang Deqiang, chairman of the company. There were 7 directors who should attend the meeting, 7 directors who actually attended the meeting, and the Secretary of the board of directors, some supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of the meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and the resolutions made are legal and effective.
2、 Deliberations of the board of directors
1. The meeting deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in 2021 stock option and restricted stock incentive plan with 7 affirmative votes, 0 negative votes and 0 abstention votes
In view of the fact that the eight 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 measures for the administration of equity incentive of listed companies, the company's 2021 stock option and restricted stock incentive plan (Draft) and other relevant provisions, The company plans to buy back and cancel 417700 restricted shares granted to the above-mentioned eight resigned personnel but not yet lifted the restrictions on sales, and the repurchase price is 4.75 yuan / share at the first grant price of this incentive plan.
This repurchase and cancellation of some restricted shares complies with the company law, the measures for the administration of equity incentive of listed companies and other laws, administrative regulations, departmental rules, normative documents, the articles of association, the company's 2021 stock option and restricted stock incentive plan (Draft), and other relevant provisions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
The independent directors of the company expressed their independent opinions on the matter. For details, please refer to securities times, Securities Daily, China Securities News, Shanghai Securities News and http://www.cn.info.com.cn Announcement on repurchase and cancellation of some restricted shares of 2021 stock option and restricted stock incentive plan and relevant announcements disclosed.
2. The meeting deliberated and adopted the proposal on canceling some stock options of 2021 stock option and restricted stock incentive plan with 7 affirmative votes, 0 negative votes and 0 abstention votes
In view of the fact that 17 incentive objects no longer meet the incentive conditions of the company's 2021 stock option and restricted stock incentive plan due to resignation, according to the measures for the administration of equity incentive of listed companies, the company's 2021 stock option and restricted stock incentive plan (Draft) and other relevant provisions, the company decided to cancel a total of 1638800 stock options granted but not exercised by the above 17 employees.
The cancellation of some stock options complies with the company law, the measures for the administration of equity incentive of listed companies and other laws, administrative regulations, departmental rules, normative documents, the articles of association, the company's 2021 stock option and restricted stock incentive plan (Draft), and other relevant provisions.
The independent directors of the company expressed their independent opinions on the matter. For details, please refer to securities times, Securities Daily, China Securities News, Shanghai Securities News and http://www.cn.info.com.cn Announcement on cancellation of some stock options of 2021 stock option and restricted stock incentive plan and relevant announcements disclosed.
3. The meeting deliberated and adopted the proposal on granting reserved stock options and restricted shares to the incentive objects of 2021 stock option and restricted stock incentive plan by the company with 7 affirmative votes, 0 negative votes and 0 abstention votes
According to the provisions of the measures for the administration of equity incentive of listed companies, the company's 2021 stock option and restricted stock incentive plan (Draft) and the authorization of the company's sixth extraordinary general meeting of shareholders in 2021, after examination, the board of Directors believes that there is no situation that the company and the reserved grant incentive object of the 2021 stock option and restricted stock incentive plan cannot grant the rights and interests of the incentive plan or become the incentive object, The board of directors considered that the reserved grant conditions of 2021 stock option and restricted stock incentive plan had been met, and determined that the reserved grant date of 2021 stock option and restricted stock incentive plan of the company was May 18, 2022. It agreed to grant 2 million stock options to 19 incentive objects who met the reserved grant conditions, with an exercise price of 6.05 yuan / share, and grant 1.07 million restricted shares to 11 incentive objects who met the reserved grant conditions, The grant price is 3.03 yuan / share.
The independent directors of the company expressed their independent opinions on the matter. For details, please refer to securities times, Securities Daily, China Securities News, Shanghai Securities News and http://www.cn.info.com.cn The announcement on the company granting reserved stock options and restricted stocks to the incentive objects of the 2021 stock option and restricted stock incentive plan and relevant announcements disclosed. 4. The meeting deliberated and adopted the proposal on canceling the granting of the remaining reserved rights and interests of the 2021 stock option and restricted stock incentive plan with 7 affirmative votes, 0 negative votes and 0 abstention votes
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.
The independent directors of the company expressed their independent opinions on the matter. For details, please refer to securities times, Securities Daily, China Securities News, Shanghai Securities News and http://www.cn.info.com.cn The announcement on canceling the grant of residual reserved rights and interests of 2021 stock option and restricted stock incentive plan and relevant announcements disclosed.
5. The meeting deliberated and adopted the proposal on convening the third extraordinary general meeting of shareholders in 2022 with 7 affirmative votes, 0 negative votes and 0 abstention votes
The company's extraordinary general meeting is scheduled to be held on Wednesday, 2022.
For details, please refer to securities times, Securities Daily, China Securities News, Shanghai Securities News and http://www.cn.info.com.cn Notice on convening the third extraordinary general meeting of shareholders in 2022 disclosed.
3、 Documents for future reference
1. The resolution of the board of directors signed by the attending directors and stamped with the seal of the board of directors;
2. Independent opinions of independent directors on matters related to the 16th meeting of the sixth board of directors of the company. It is hereby announced.
Visionox Technology Inc(002387) board of directors may 19, 2002
