Securities code: 002600 securities abbreviation: Lingyi Itech (Guangdong) Company(002600) Announcement No.: 2022-007 Lingyi Itech (Guangdong) Company(002600)
2020 stock option and restricted stock incentive plan
Announcement of invalidation of 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.
1、 Overview of stock option and restricted stock incentive plan in 2020
1. On December 21, 2020, Lingyi Itech (Guangdong) Company(002600) (hereinafter referred to as “the company”) convened the 36th meeting of the Fourth Board of directors and the 25th meeting of the Fourth Board of supervisors to consider and adopt the proposal on and its summary and related matters, The independent director of the company expressed his independent opinion and believed that the incentive plan was conducive to the sustainable development of the company and did not harm the interests of the company and all shareholders. Li Dongfang, the independent director of the company, solicited voting rights from all shareholders on the relevant proposals of the incentive plan submitted to the general meeting of shareholders for deliberation. Beijing Tianyuan (Shenzhen) law firm issued the legal opinion of Beijing Tianyuan (Shenzhen) law firm on Lingyi Itech (Guangdong) Company(002600) 2020 stock option and restricted stock incentive plan.
2. On December 30, 2020, the company held the 38th meeting of the 4th board of directors and the 26th meeting of the 4th board of supervisors, deliberated and adopted the proposal on and its summary and related matters, and the independent directors of the company expressed their agreed independent opinions, Considering that the incentive plan is conducive to the sustainable development of the company and does not damage the interests of the company and all shareholders, Li Dongfang, the independent director of the company, solicited voting rights from all shareholders on the relevant proposals of the incentive plan submitted to the general meeting of shareholders for deliberation. Beijing Tianyuan (Shenzhen) law firm issued the legal opinion of Beijing Tianyuan (Shenzhen) law firm on matters related to the adjustment of stock option and restricted stock incentive plan in Lingyi Itech (Guangdong) Company(002600) 2020.
3. The company has publicized the names and positions of the granted incentive objects on the company’s intranet. The publicity period is from December 31, 2020 to January 9, 2021. During the publicity period, the board of supervisors did not receive any objections from employees to the proposed incentive objects, and disclosed the review opinions and publicity statement of the board of supervisors on the list of incentive objects first granted (after adjustment) by the company’s 2020 stock option and restricted stock incentive plan on January 11, 2021.
4. On January 15, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on and its summary and related matters, On January 16, 2021, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the 2020 stock option and restricted stock incentive plan.
5. On January 18, 2021, the company held the 40th meeting of the 4th board of directors and the 27th meeting of the 4th board of supervisors to consider and approve the proposal on granting stock options and restricted stocks to incentive objects (after adjustment) first granted under the Lingyi Itech (Guangdong) Company(002600) 2020 stock options and restricted stocks incentive plan, It is determined that January 18, 2021 will be the first grant date of stock options / the first grant date of restricted shares, 35.4546 million stock options will be granted to 451 incentive objects who meet the grant conditions, and 15.2234 million restricted shares will be granted to 450 incentive objects who meet the grant conditions. The independent directors of the company expressed their independent opinions, and the board of supervisors verified the list of incentive objects granted stock options and restricted shares this time. Beijing Tianyuan (Shenzhen) law firm issued the legal opinion of Beijing Tianyuan (Shenzhen) law firm on matters related to the first grant of Lingyi Itech (Guangdong) Company(002600) 2020 stock option and restricted stock incentive plan.
6. On February 23, 2021, the company issued the announcement on the completion of the registration of the first grant of stock option and restricted stock incentive plan in 2020. The total number of incentive objects granted for the first time is 440, of which 440 are granted stock options, with a total of 35076600 stock options granted; The number of restricted shares granted was 420, with a total of 14255339 restricted shares granted.
7. On December 27, 2021, the company held the 15th meeting of the 5th board of directors and the 11th meeting of the 5th board of supervisors, deliberated and adopted the proposal on cancellation of some stock options and repurchase cancellation of some restricted shares in 2020 stock option and restricted stock incentive plan. In accordance with the measures for the administration of equity incentive of listed companies and the company’s Lingyi Itech (Guangdong) Company(002600) 2020 stock option and restricted stock incentive plan (Revised Draft) (hereinafter referred to as “incentive plan (Revised Draft)”) and other relevant provisions, and authorized by the company’s first extraordinary general meeting in 2021, The company agrees to cancel 4305000 stock options granted for the first time because the incentive object has resigned from the company, and repurchase and cancel 1691000 restricted shares granted for the first time at a repurchase price of 6.39 yuan / share. The independent directors of the company expressed independent opinions on this, and the lawyer issued a legal opinion.
8. On January 12, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and adopted the proposal on canceling some stock options of 2020 stock option and restricted stock incentive plan and repurchasing and canceling some restricted shares.
2、 Reasons and quantity of invalidation of reserved rights and interests this time
On January 15, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on and its summary and related matters. According to the relevant provisions of the incentive plan (Revised Draft), The incentive object reserved for grant shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid.
As of the disclosure date of this announcement, it has been more than 12 months since the incentive plan was considered and approved by the general meeting of shareholders of the company. The incentive objects of 7.0949 million stock options and 3.0407 million restricted shares reserved in this incentive plan have not been determined, and the reserved rights and interests are invalid.
3、 Impact of the invalidation of the reserved rights and interests on the listed company
The invalidation of the company’s reserved rights and interests will not damage the interests of the company and all shareholders, will not have a significant impact on the company’s operating performance, nor will it affect the diligence of the company’s management and core backbone. The company’s management team will continue to earnestly perform their duties and try their best to create value for all shareholders.
It is hereby announced.
Lingyi Itech (Guangdong) Company(002600) board of directors
January 17, 2002
