Securities code: Visionox Technology Inc(002387) securities abbreviation: Visionox Technology Inc(002387) Announcement No.: 2022042 Visionox Technology Inc(002387)
On repurchase and cancellation of 2021 stock option and restricted stock incentive plan
Announcement of some restricted stocks
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 restricted shares repurchased and cancelled this time involve 8 incentive objects. The number of restricted shares repurchased and cancelled is 417700 shares, accounting for 0.0302% of the total share capital of the company before repurchase and cancellation, and the repurchase price is 4.75 yuan / share 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 repurchase and cancellation of some restricted shares in the 2021 stock option and restricted stock incentive plan. In view of the fact that 8 incentive objects no longer meet the incentive conditions of the company's 2021 stock option and restricted stock incentive plan due to resignation, In accordance with the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures") and the company's 2021 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan (Draft)"), the company plans to repurchase and cancel 417700 restricted shares granted to the above eight resigned employees but not lifted, This matter needs to be submitted to the general meeting of shareholders of the company for deliberation. The relevant matters are explained as follows:
1、 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 did not receive any proposal from employees and passed the proposal on the review and publicity of the list of incentive objects first granted by the company's 2021 stock option and restricted stock incentive plan. The board of supervisors considered that the incentive objects listed in the incentive plan for the first time met the conditions specified in relevant laws, regulations and normative documents, and they were legal and effective as the incentive objects first granted by the 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 registration of the first grant of restricted shares of the 2021 stock option and restricted stock incentive plan. The first actual grant of registered restricted shares to 151 incentive objects was 14875100 shares and 151 incentive objects, The initial grant price is 4.75 yuan / share, and the restricted shares granted for the first time will be 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, price, capital source and corresponding accounting treatment of repurchase cancellation
1. Reasons and quantity of repurchase
In view of the fact that the eight incentive objects have resigned, according to the provisions of the incentive plan (Draft), the eight incentive objects no longer have the incentive qualification. The 417700 restricted shares they have been granted but have not yet been lifted shall be repurchased and cancelled by the company. The number of repurchased and cancelled shares accounts for 2.81% of the number of restricted shares actually granted and registered for the first time in the incentive plan and 0.03% of the total share capital of the company before repurchase and cancellation.
2. Repurchase price and pricing basis
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.
The total incentive price of this repurchase plan is 19875 yuan / cancellation of restricted shares, and the total incentive price of this repurchase plan is 19875 yuan.
3. Source of funds for share repurchase
The total amount of funds for this repurchase of restricted shares is 1984075 yuan, and the source of funds is the company's own funds. 4. Corresponding accounting treatment
The company will conduct corresponding accounting treatment for the cancellation of this repurchase 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、 Changes in share capital structure before and after the completion of the repurchase and cancellation of restricted shares
After the repurchase and cancellation of some restricted shares, the total share capital of the company will be reduced from 1382538146 shares to
1382120446 shares, and the change of share capital structure is as follows:
Changes before and after this change
Share type
Number of shares (shares) proportion (%) number of shares (shares) number of shares (shares) proportion (%)
1、 Restricted tradable shares 152198001.10 - 417700148021001.07
2、 Tradable shares without sale conditions 136731834698.90 - 136731834698.93
3、 Total share capital 1382538146100.00 - 4177001382120446100.00
Note: the capital stock structure of the company before the above changes is the capital stock on May 16, 2022. The specific capital stock changes are based on China Securities
The share capital structure table issued by registration and settlement Co., Ltd. shall prevail.
4、 The impact of the repurchase and cancellation of some restricted shares on the company
The repurchase and cancellation of some restricted shares will not have a significant impact on the company's financial status and operating performance
It will not affect the implementation of the company's stock option and restricted stock incentive plan in 2021, nor will it affect
Affect the enthusiasm and stability of the company's management team. The management team of the company will continue to work diligently and conscientiously
Be responsible for creating value for shareholders.
5、 Opinions of independent directors
After verification, the repurchase and cancellation of some restricted shares of the company this time complies with the equity incentive management office of listed companies
Law and other laws and regulations and the company's 2021 stock option and restricted stock incentive plan (Draft)
Relevant regulations and approval procedures are legal and compliant, and there is no impact on the company's sustainable operation and damage to the company and all shares
East Asian interests. Therefore, the independent directors unanimously agreed to buy back and cancel 8 resigned personnel, which have been granted but have not yet been solved
In addition to 417700 restricted shares, the repurchase price is 4.75 of the first grant price of the incentive plan
Yuan / share, and agreed to limit part of the 2021 stock option and restricted stock incentive plan on repurchase and cancellation
The proposal on controlling shares shall be submitted to the general meeting of shareholders of the company for deliberation.
6、 Opinions of the board of supervisors
After verification, the board of supervisors believes that the company's eight incentive objects are no longer eligible for the company's 2021 shares due to resignation
According to the incentive conditions of the option and restricted stock incentive plan, the company plans to repurchase and cancel the above-mentioned 8 resigned personnel, which have been granted
However, 417700 restricted shares have not been lifted, and the repurchase price is the first grant of the incentive plan
The price is 4.75 yuan / share. The repurchase and cancellation of some restricted shares of the company this time complies with the equity incentive management of listed companies
Management measures and other laws and regulations and the company's 2021 stock option and restricted stock incentive plan (Draft)
According to the relevant provisions of the, the cancellation of some restricted shares in this repurchase is legal and effective.
The company has obtained the necessary approval and authorization at this stage for the arrangement of repurchase and cancellation of some restricted shares for this incentive plan. The board of directors of the company decided to buy back and cancel 417700 restricted shares granted at the grant price according to the resignation of 8 incentive objects, which is in line with the relevant provisions of the management measures and the incentive plan (Draft). According to the relevant provisions of the administrative measures and the incentive plan (Draft), the cancellation of restricted stock repurchase still needs to be approved by the general meeting of shareholders.
8、 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
