Jiangsu Transimage Technology Co.Ltd(002866)
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:
1. The listing and circulation date of the restricted shares lifted this time is February 7, 2022.
2. There are 110 incentive objects who meet the conditions for lifting the restrictions, and the number of restricted shares that can be lifted is 833400 shares, accounting for 0.2897% of the company’s current total share capital of 287655011 shares.
Jiangsu Transimage Technology Co.Ltd(002866) (hereinafter referred to as “the company”) deliberated and approved the proposal on the achievement of lifting the restrictions during the third lifting period of the company’s stock option and restricted stock incentive plan for the first time granting restricted shares in 2018 at the 11th meeting of the third board of directors held on January 13, 2022, The board of Directors believes that the conditions for the release of restricted shares in the third release period granted by the company’s stock option and restricted stock incentive plan in 2018 (hereinafter referred to as the “incentive plan”) for the first time have been met. According to the relevant authorization of the third extraordinary general meeting of shareholders in 2018, the board of directors of the company has gone through the listing and circulation procedures for the release of restricted shares in the third release period, The relevant matters are hereby announced as follows:
1、 Decision making procedures and approval of restricted stock incentive plan in 2018
1. On November 26, 2018, the company held the 12th meeting of the second board of directors, deliberated and adopted the proposal on and its summary, and the proposal on The independent directors of the company gave independent opinions and the law firm gave legal opinions on the proposals related to the incentive plan, such as the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
2. On November 26, 2018, the company held the 8th meeting of the second board of supervisors, deliberated and approved the proposal on the company’s 2018 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s measures for the administration of the assessment of the implementation of the 2018 stock option and restricted stock incentive plan The proposal on the list of some incentive objects first granted by the company’s 2018 stock option and restricted stock incentive plan and other relevant proposals of the incentive plan have verified the list of incentive objects of the incentive plan and confirmed the subject qualification of the incentive objects of the incentive plan.
3. From November 27, 2018 to December 6, 2018, the company publicized the names and positions of the list of incentive objects granted this time in the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects proposed in the incentive plan. On December 7, 2018, the board of supervisors of the company issued the statement of the board of supervisors on the review and publicity of the list of incentive objects of the company’s 2018 stock option and restricted stock incentive plan.
4. On December 12, 2018, the company held the third extraordinary general meeting of shareholders in 2018, deliberated and approved the proposal on the company’s 2018 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s measures for the administration of the implementation and assessment of 2018 stock option and restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive; It also disclosed the self inspection report on the insider information of the company’s 2018 stock option and restricted stock incentive plan and the insider’s trading of the company’s shares.
5. On January 14, 2019, the company held the 13th meeting of the second board of directors and the 9th meeting of the second board of supervisors, which deliberated and adopted the proposal on adjusting matters related to the company’s 2018 stock option and restricted stock incentive plan and the proposal on granting stock option and restricted stock to incentive objects for the first time, It is proposed to grant 5.592 million stock options to 171 incentive objects, and the exercise price of this option is 11.23 yuan / share. It is proposed to grant 3.728 million restricted shares to 171 incentive objects, and the grant price of this restricted stock is 5.62 yuan / share. The independent directors of the company expressed independent opinions on this, and the board of supervisors verified the list of incentive objects granted stock options and restricted shares this time. The law firm issued a legal opinion. 6. In the process of determining the capital payment and equity registration after the grant date, 11 incentive objects gave up the subscription of all the restricted shares to be granted to them for personal reasons, 1 incentive object gave up the subscription of part of the restricted shares to be granted to them, and 11 incentive objects gave up all the stock options to be granted to them for personal reasons. In this incentive plan, the number of incentive objects granted restricted shares for the first time was adjusted to 160, the actual number of restricted shares granted was adjusted to 3.61 million, the number of incentive objects granted stock options for the first time was adjusted to 160, and the actual number of stock options granted was adjusted to 5.421 million.
On January 30, 2019, the registration procedures of the above first granted stock options and restricted shares were completed
The completion date of stock option grant registration is January 29, 2019, and the listing date of restricted shares is January 31, 2019.
7. On August 6, 2019, the company held the 16th meeting of the second board of directors and the 12th meeting of the second board of supervisors respectively, The proposal on adjusting some provisions of and the proposal on adjusting the exercise price of stock option granted for the first time in 2018 stock option and restricted stock incentive plan were reviewed and approved. According to the authorization of the general meeting of shareholders, the board of directors of the company adjusted the exercise price of stock options first granted under the 2018 stock option and restricted stock incentive plan. The exercise price of stock options granted for the first time was adjusted from 11.23 yuan / share to 11.14 yuan / share.
8. On December 10, 2019, the company held the 20th meeting of the second board of directors and the 15th meeting of the second board of supervisors respectively, deliberated and passed the proposal on granting reserved stock options and restricted stocks to the incentive objects of the 2018 stock option and restricted stock incentive plan. The independent directors of the company expressed independent opinions on the above proposal, It is considered that the reserved grant conditions have been achieved, the subject qualification of the incentive object is legal and effective, and the determined authorization / grant date meets the relevant provisions.
The board of supervisors verified the list of some incentive objects reserved and granted and issued verification opinions.
9. On January 14, 2020, the company held the 22nd Meeting of the second board of directors and the 17th meeting of the second board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options under the 2018 stock option and restricted stock incentive plan The proposal on the achievement of the exercise conditions in the first exercise period of the company’s stock option and restricted stock incentive plan in 2018, and the proposal on the achievement of the release conditions in the first release period of the company’s stock option and restricted stock incentive plan in 2018. Confirmed by the board of directors of the company, the board of supervisors and independent directors respectively expressed their consent that 1353120 restricted shares and 1522260 stock options held by the above 144 incentive objects meet the conditions for lifting the restrictions in the first lifting period / the conditions for exercising in the first exercise period. At the same time, as the resignation of 16 incentive objects does not meet the incentive conditions, the company plans to repurchase and cancel the 227200 restricted shares granted to the above 16 incentive objects that have not been unlocked, and cancel a total of 346800 stock options granted but not yet approved to exercise.
10. On January 22, 2020, the company disclosed the suggestive announcement on the first release period of restricted shares granted by the stock option and restricted stock incentive plan in 2018 and the listing and circulation of restricted shares.
11. On January 23, 2020, the company disclosed the announcement on the completion of the registration of the grant of part of the reserved restricted shares in the 2018 stock option and restricted stock incentive plan. The company completed the registration of the reserved shares in the 2018 stock option and restricted stock incentive plan. The date of the grant of part of the reserved restricted shares was December 10, 2019, with 14 grant objects, The price is awarded 6.03 yuan / share, the number of 922600 shares granted, the listing date is January 31, 2020, and then adjusted to February 3, 2020. The company disclosed the announcement on the completion of the registration of the grant of some reserved stock options under the 2018 stock option and restricted stock incentive plan. The grant date of the reserved part of the options is December 10, 2019, with 14 grant objects, and the exercise price of the granted stock options is 12.05 yuan / share. The number of grants is 1383900, and the registration date of option grant is January 22, 2020.
On January 30, 2020, the company disclosed the announcement on adjusting the listing date of some restricted shares reserved in the 2018 stock option and restricted stock incentive plan.
12. On February 2, 2020, the company disclosed the announcement on adjusting the first release period of restricted shares granted by the stock option and restricted stock incentive plan in 2018 and the listing and circulation date of restricted shares. The listing and circulation date of the restricted shares whose sales restrictions were lifted originally: February 3, 2020, and the listing and circulation date of the restricted shares whose sales restrictions were lifted after adjustment: February 4, 2020.
13. On February 3, 2020, the company held the second extraordinary general meeting of shareholders in 2020, deliberated and approved the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options under the 2018 stock option and restricted stock incentive plan. It is agreed to repurchase and cancel 227200 restricted shares granted but not yet unlocked to 16 original incentive objects who have not met the incentive conditions due to resignation, and cancel a total of 346800 stock options granted but not yet approved to exercise. The company has completed the above repurchase and cancellation procedures in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
14. On March 18, 2020, the company disclosed the announcement on the completion of the cancellation of the repurchase of some restricted shares granted for the first time by the 2018 stock option and restricted stock incentive plan (Announcement No.: 2020-021) and the announcement on the completion of the cancellation of some stock options granted for the first time by the 2018 stock option and restricted stock incentive plan.
15. On March 26, 2020, the company disclosed the announcement on the first exercise results and share listing of the first exercise period of stock options and restricted stock incentive plan granted for the first time in 2018
Number of exercise shares: 9300600 shares. The listing and circulation time of exercise shares: March 27, 2020. After this exercise, there are 592200 exercisable stock options that meet the exercise conditions of the first exercise period of stock options in the incentive plan.
16. On October 28, 2020, the company held the 27th meeting of the second board of directors and the 22nd Meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting some provisions of the According to the proposal on adjusting the exercise price of stock options and reserved stock options granted for the first time under the 2018 stock option and restricted stock incentive plan, the exercise price of some stock options granted for the first time that have not been exercised is adjusted from 11.14 yuan / share to 11.05 yuan / share, and the exercise price of some stock options reserved for grant is adjusted from 12.05 yuan / share to 11.96 yuan / share.
17. On November 16, 2020, the company held the fifth extraordinary general meeting of shareholders in 2020, deliberated and approved the proposal on adjusting some provisions of the Jiangsu Transimage Technology Co.Ltd(002866) 2018 stock option and restricted stock incentive plan (Draft)
18. On December 8, 2020, the company held the 28th meeting of the second board of directors and the 23rd Meeting of the second board of supervisors, deliberated and adopted the proposal on the achievement of the exercise conditions for the first exercise period of the 2018 stock option and restricted stock incentive plan. Confirmed by the board of directors of the company, the board of supervisors and independent directors respectively expressed their consent and agreed that 14 incentive objects hold 691950 stock options reserved for grant and exercise them in a unified way in the first exercise period.
19. On January 6, 2021, the company disclosed the announcement on the second exercise result and share listing of the first exercise period of stock options and restricted stock incentive plan granted for the first time in 2018. The number of exercise shares this time: 18000 shares, and the listing and circulation time of exercise shares this time: January 11, 2021.
20. On January 12, 2021, the company held the second meeting of the third board of directors and the second meeting of the third board of supervisors, and deliberated and adopted the proposal on the achievement of lifting the restrictions during the second lifting period of the first granting of restricted shares by the company’s stock option and restricted stock incentive plan in 2018 Proposal on the achievement of the exercise conditions in the second exercise period of the company’s stock option and restricted stock incentive plan for the first time in 2018, proposal on the achievement of the release conditions in the first release period of restricted shares reserved for the grant of restricted shares in the stock option and restricted stock incentive plan in 2018, and proposal on the adjustment of stock option and restricted stock incentive plan in 2018
