Visionox Technology Inc(002387) independent director
Independent opinions on matters related to the 16th meeting of the 6th board of directors of the company
On May 18, 2022, Visionox Technology Inc(002387) (hereinafter referred to as “the company”) held the 16th meeting of the 6th board of directors. In accordance with the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange, the articles of association, the independent director system and other relevant rules and regulations, as independent directors of the 6th board of directors of the company, we reviewed relevant documents in a serious and responsible manner, The independent opinions on the relevant matters considered by the company at this meeting are as follows:
1、 Independent opinions on repurchase and cancellation of some restricted shares in 2021 stock option and restricted stock incentive plan
After verification, the repurchase and cancellation of some restricted shares 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 continuous operation of the company and damages the interests of the company and all shareholders. Therefore, the independent directors unanimously agreed to repurchase and cancel a total of 417700 restricted shares granted but not lifted by the eight resigned employees, with the repurchase price of 4.75 yuan / share for the first time in the incentive plan, and agreed to submit the proposal on repurchase and cancellation of some restricted shares in the 2021 stock option and restricted stock incentive plan to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on canceling some stock options of 2021 stock option and restricted stock incentive plan
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.
3、 Independent opinions on the company granting reserved stock options and restricted stocks to the incentive objects of 2021 stock option and restricted stock incentive plan
After review, we believe that:
1. According to the authorization of the company’s sixth extraordinary general meeting in 2021, the board of directors determined that the reserved grant date of the company’s stock option and restricted stock incentive plan in 2021 was May 18, 2022, which was in line with the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 – business handling and other laws Relevant provisions of regulations and normative documents and relevant provisions of the company’s 2021 stock option and restricted stock incentive plan (Draft);
2. Neither the company nor the incentive objects reserved for grant are prohibited from granting stock options and restricted shares, and the reserved grant conditions of this incentive plan have been met;
3. The incentive objects reserved and granted by the company’s 2021 stock option and restricted stock incentive plan meet the incentive object conditions specified in the management measures and other relevant laws, regulations and normative documents, meet the requirements of relevant laws, regulations and the articles of association on job qualifications, and meet the scope of incentive objects specified in the company’s incentive plan, Its subject qualification as the incentive object reserved and granted by the company in this incentive plan is legal and effective;
4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the reserved incentive objects;
5. The review procedures of relevant matters this time comply with the company law, management measures and other laws and regulations, the articles of association and other relevant provisions, and the review procedures are legal and compliant.
To sum up, the company’s implementation of this incentive plan is conducive to further improve the company’s governance structure, improve the company’s incentive mechanism, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, and promote the long-term development of the company. The granting of stock options and restricted shares to incentive objects by the company will not damage the interests of the company and all shareholders. Based on the above opinions, we agree that the reserved grant date of the company’s 2021 stock option and restricted stock incentive plan is May 18, 2022, and agree that the company grants 2 million stock options to 19 reserved grant incentive objects, with an exercise price of 6.05 yuan / share; Grant 1.07 million restricted shares to 11 reserved incentive objects at a grant price of 3.03 yuan / share.
4、 Independent opinions on canceling the granting of residual reserved rights and interests of 2021 stock option and restricted stock incentive plan
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. (there is no text below this page, followed by the signature page.)
(there is no text on this page, which is the signature page of Visionox Technology Inc(002387) independent director’s independent opinions on matters related to the 16th meeting of the sixth board of directors of the company) signature of independent director:
Yang Youhong
Lou Aidong
Zhang Qifeng
May 18, 2022
