Securities code: Visionox Technology Inc(002387) securities abbreviation: Visionox Technology Inc(002387) Announcement No.: 2022044 Visionox Technology Inc(002387)
Announcement on the company granting reserved stock options and restricted stocks to the incentive objects of 2021 stock option and restricted stock incentive plan
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, and deliberated and adopted the proposal on the company granting reserved stock options and restricted stocks to the incentive objects of 2021 stock option and restricted stock incentive plan. According to the incentive plan of the company (hereinafter referred to as the "restricted stock option plan of 2021)" (hereinafter referred to as the "restricted stock option plan of 2021)", the incentive plan of the company has been granted with restricted stock options (hereinafter referred to as the "restricted stock option plan of 2021)", It is determined that may 18, 2022 will be the reserved grant date of the incentive plan, and 2 million stock options will be granted to 19 incentive objects who meet the grant conditions at the exercise price of 6.05 yuan / share, and 1.07 million restricted shares will be granted to 11 incentive objects who meet the conditions at the grant price of 3.03 yuan / share. The relevant matters are explained as follows:
1、 Brief description of the incentive plan and the approval procedures performed
(I) brief description of the incentive plan
On May 12, 2021 and August 27, 2021, the company held the 19th meeting of the 5th board of directors and the 6th extraordinary general meeting of shareholders in 2021 respectively, deliberated and adopted the proposal on the company's 2021 stock option and restricted stock incentive plan (Draft) and its summary and other relevant proposals, and posted them on cninfo.com.cn on May 13, 2021 The Visionox Technology Inc(002387) 2021 stock option and restricted stock incentive plan (Draft) was disclosed. The main contents are as follows:
1. Source and type of underlying stock: the company's RMB A-share common stock issued by the company to the incentive object.
2. Incentive objects: a total of 528 incentive objects are granted for the first time in the incentive plan, including directors, senior managers and core management / technical / business personnel who worked in the company (including holding subsidiaries) when the company announced the incentive plan. Excluding independent directors, supervisors, shareholders or actual controllers holding more than 5% of shares alone or in total and their spouses, parents and children.
The reserved incentive object refers to the incentive object that has not been determined when the plan is approved by the general meeting of shareholders, but is included in the incentive plan during the effective period of the incentive plan. It shall be determined within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders. If the incentive object is not determined for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
3. Number of grants: the incentive plan plans to grant a total of 53.832 million rights and interests to incentive objects, accounting for about 3.94% of the company's total share capital of 1367663046 shares on the announcement date of the draft incentive plan. Among them, 50730400 shares were granted for the first time, accounting for 94.24% of the total rights and interests to be granted in the incentive plan and 3.71% of the total share capital of 1367663046 shares on the announcement date of the draft incentive plan; 3.1016 million shares are reserved, accounting for 5.76% of the total rights and interests to be granted in the incentive plan and 0.23% of the total share capital of 1367663046 shares on the announcement date of the draft incentive plan. The details are as follows:
(1) Stock option incentive plan: the incentive plan intends to grant 350177 million stock options to incentive objects, accounting for about 2.56% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 3 Chengdu Yunda Technology Co.Ltd(300440) 0 shares were granted for the first time, accounting for 94.25% of the total number of stock options to be granted in the incentive plan and 2.41% of the total share capital of 1367663046 shares on the announcement date of the draft incentive plan; 2013300 shares are reserved, accounting for 5.75% of the total number of stock options to be granted in the incentive plan and 0.15% of the total share capital of 1367663046 shares on the announcement date of the draft incentive plan.
(2) Restricted stock incentive plan: the incentive plan plans to grant 188143 million restricted shares to the incentive object, accounting for about 1.38% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 17726000 shares were granted for the first time, accounting for 94.22% of the total number of restricted shares to be granted in the incentive plan and 1.30% of the total share capital of the company on the announcement date of the draft incentive plan; 1088300 shares are reserved, accounting for 5.78% of the total number of restricted shares to be granted in the incentive plan and 0.08% of the total share capital of 1367663046 shares on the announcement date of the draft incentive plan.
4. Exercise price / grant price: the exercise price of stock options granted to the incentive object for the first time in the incentive plan is 9.49 yuan / share, and the grant price of restricted shares granted to the incentive object for the first time is 4.75 yuan / share.
The exercise price of some reserved stock options shall not be lower than the par value of the stock, and shall not be lower than the higher of the following prices in principle:
1) Reserve the average trading price of the company's shares one trading day before the announcement of the decision of the board of directors to grant some stock options;
2) Reserve the average trading price of the company's shares 20 trading days before the announcement of the decision of the board of directors to grant some stock options.
The grant price of some reserved restricted shares shall not be lower than the par value of the shares, and shall not be lower than the higher of the following prices:
1) Reserve 50% of the average trading price of the company's shares one trading day before the announcement of the resolution of the board of directors on the granting of some restricted shares;
2) Reserve 50% of the average trading price of the company's shares 20 trading days before the announcement of the resolution of the board of directors.
(II) the approval procedures of the incentive plan have been fulfilled
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 under the company's 2021 stock option and restricted stock incentive plan. The company completed the first grant registration of stock options under the 2021 stock option and restricted stock incentive plan on October 18, 2021. The actual number of stock options granted and registered for the first time was 322939 million stock options and 331 incentive objects, 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、 Description of the achievement of the grant conditions specified in this incentive plan
According to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures") and the relevant provisions of the incentive plan, the grant conditions are as follows:
The company grants stock options / restricted shares to incentive objects only when the following conditions are met at the same time; On the contrary, if any of the following grant conditions are not met, stock options / restricted shares cannot be granted to the incentive object.
1. The company is not under any of the following circumstances:
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(2) The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
2. The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
After review, the board of Directors believes that neither the company nor the incentive object reserved for granting the incentive plan has occurred or does not belong to any of the above circumstances, meets the conditions for granting stock options / restricted shares, and there is no situation that the rights and interests of the incentive plan cannot be granted or cannot become the incentive object specified in the management measures and the incentive plan (Draft).
Therefore, the board of Directors believes that the reserved grant conditions of the incentive plan have been met, and determines that the reserved grant date of the incentive plan is May 18, 2022. It agrees to grant 2 million stock options to 19 incentive objects who meet the reserved grant conditions, with the exercise price of 6.05 yuan / share, and grant 1.07 million restricted shares to 11 incentive objects who meet the reserved grant conditions, with the grant price of 3.03 yuan / share.
3、 Reserved grants of this incentive plan
(I) reserved grant of stock options
1. Stock source: the company's RMB A-share common stock issued to the incentive object by the company. 2. Reserved grant date: May 18, 2022
3. Reserved exercise price: 6.05 yuan / share
The exercise price of some reserved stock options shall not be lower than the par value of the stock, and shall not be lower than the higher of the following prices in principle:
(1) Reserve some stock options to grant the company's shares one trading day before the announcement of the resolution of the board of directors
