Stock Code: 000930 stock abbreviation: Cofco Biotechnology Co.Ltd(000930) Announcement No.: 2022-010 Cofco Biotechnology Co.Ltd(000930) suggestive announcement on lifting the restrictions on the listing and circulation of shares in the first unlocking period granted by the restricted stock incentive plan. The company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete without false records, misleading statements or major omissions. Special tips:
1. There are 412 incentive objects who meet the unlocking conditions in this restricted stock incentive plan. The total number of restricted shares that can be unlocked is 4475736, accounting for 0.24% of the total share capital of the company. The listing and circulation time of the restricted shares is February 14, 2022.
2. The company’s restricted stock incentive plan is unlocked in four phases, and this is the first phase.
Cofco Biotechnology Co.Ltd(000930) (hereinafter referred to as the company or Cofco Biotechnology Co.Ltd(000930) ) held the first extraordinary meeting of the eighth board of directors in 2022 and the first extraordinary meeting of the eighth board of supervisors in 2022 on January 13, 2022, and deliberated and adopted the proposal on the achievement of unlocking conditions in the first unlocking period of shares granted by restricted stock incentive plan. The unlocking conditions of the first unlocking period of shares granted by the company’s restricted stock incentive plan have been met, and it is agreed that the company will handle matters related to the lifting of restrictions on the sale of restricted shares for incentive objects. The relevant matters are hereby announced as follows: I. brief description of the restricted stock incentive plan and the relevant approval procedures that have been performed
1. On September 20, 2019, the eighth extraordinary meeting of the seventh board of directors of the company in 2019 deliberated and approved the restricted stock incentive plan (Draft) and its summary, the measures for the administration of the implementation and assessment of the 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. On the same day, the fourth extraordinary meeting of the seventh board of supervisors in 2019 deliberated and approved proposals such as the restricted stock incentive plan (Draft) and its summary, the measures for the implementation and assessment management of the company’s restricted stock incentive plan, and the independent directors of the company expressed independent opinions on the incentive plan. For details, see the announcement on the resolution of the eighth interim meeting of the seventh board of directors in 2019 (Announcement No. 2019-063), the announcement on the resolution of the fourth interim meeting of the seventh board of supervisors in 2019 (Announcement No. 2019-064) and the summary of restricted stock incentive plan (Draft) (announcement No. 2019-065). 2. On December 26, 2019, the company held the fifth extraordinary general meeting of shareholders in 2019, which reviewed and approved the company’s restricted stock incentive plan (Draft) and its summary, the measures for the administration of the implementation and assessment of 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. For details, see the company’s announcement on the resolution of the fifth extraordinary general meeting of shareholders in 2019 (Announcement No. 2019-078).
3. On December 26, 2019, the company held the 11th interim meeting of the 7th board of directors in 2019 and the 7th interim meeting of the 7th board of supervisors in 2019, deliberated and adopted the proposal on granting restricted shares to incentive objects of restricted shares of the company, and determined that the date of granting restricted shares of the company was December 26, 2019. The number of restricted shares granted to the incentive object under the restricted stock incentive plan shall not exceed 31830700 shares, accounting for 1.723% of the total issued share capital of Cofco Biotechnology Co.Ltd(000930) . The grant price is 4.92 yuan / share. For details, see the announcement on the resolution of the 11th interim meeting of the seventh board of directors in 2019 (Announcement No. 2019-079), the announcement on the resolution of the seventh interim meeting of the seventh board of supervisors in 2019 (Announcement No. 2019-080) and the announcement on granting restricted shares to restricted stock incentive objects (Announcement No. 2019-081).
4. On February 8, 2020, the company issued the announcement on the completion of the grant of restricted shares (Announcement No. 2020-002). After the grant of restricted shares, the company added 18119411 shares and listed on February 10, 2020.
5. On January 19, 2021, the company held the first extraordinary meeting of the seventh board of directors in 2021 and the first extraordinary meeting of the seventh board of supervisors in 2021, and deliberated and adopted the proposal on repurchase and cancellation of some restricted shares and the proposal on reducing registered capital and amending the articles of Association. The board of directors agreed to buy back and cancel all 45800 restricted shares granted but not unlocked by 2 restricted shares of the company that did not meet the incentive conditions due to resignation. For details, see the announcement on the resolution of the first extraordinary meeting of the seventh board of directors in 2021 (Announcement No. 2021-001) and the announcement on the resolution of the first extraordinary meeting of the seventh board of supervisors in 2021 (Announcement No. 2021-002).
6. On February 5, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of some restricted shares and the proposal on reducing registered capital and amending the articles of association. For details, see the announcement of the resolution of the first extraordinary general meeting of shareholders in 2021 (Announcement No.: 2021-007).
7. On April 30, 2021, the company issued the announcement on the completion of repurchase and cancellation of some restricted shares and changes in share capital (Announcement No. 2021-035). The procedures for the repurchase and cancellation of some restricted shares of the company have been completed. After the repurchase and cancellation, the total number of shares of the company has been reduced from 1865763788 to 1865717988.
8. On January 13, 2022, the company held the first extraordinary meeting of the eighth board of directors in 2022 and the first extraordinary meeting of the eighth board of supervisors in 2022, The proposal on the achievement of unlocking conditions in the first unlocking period of shares granted by the restricted stock incentive plan, the proposal on repurchase and cancellation of some restricted shares, and the proposal on reducing registered capital and amending the articles of association were deliberated and adopted. For details, see the announcement on the resolution of the first extraordinary meeting of the eighth board of directors in 2022 (Announcement No. 2022-002) and the announcement on the resolution of the first extraordinary meeting of the eighth board of supervisors in 2022 (Announcement No. 2022-003).
2、 Description on the fulfillment of unlocking conditions in the first unlocking period of restricted shares granted by the restricted stock incentive plan
(I) the lock-in period has expired
According to the Cofco Biotechnology Co.Ltd(000930) restricted stock incentive plan (Draft), the unlocking period of the plan is 24 months after the grant of restricted shares. During the unlocking period, if the unlocking conditions specified in the plan are met, the restricted shares granted to the incentive object will be unlocked four times:
Unlocking schedule unlocking time unlocking proportion
The first unlocking period starts from the first trading day after 2 years (24 months) from the grant date to the last trading day within 3 years (36 25% months) from the grant date
The second unlocking period starts from the first trading day after 3 years (36 months) from the grant date to the last trading day within 4 years (48 25% months) from the grant date
The third unlocking period starts from the first trading day after 4 years (48 months) from the grant date to the last trading day within 5 years (60 25% months) from the grant date
The fourth unlocking period starts from the first trading day after 5 years (60 months) from the grant date to the last trading day within 6 years (72 25% months) from the grant date
The granting date of the restricted stock incentive plan is December 26, 2019, and the listing date of the granted shares is February 10, 2020. After the expiration of the lock-in period of restricted shares, the incentive object can unlock 25% of the total number of restricted shares granted.
(II) description of unlocking conditions
Description of whether the unlocking conditions of the first unlocking period set in the company’s incentive plan meet the unlocking conditions
1. The company has not been under any of the following circumstances: (1) the financial accounting report of the latest fiscal year has been issued with a negative opinion or an audit report that cannot express an opinion by the certified public accountant; (2) The internal control of the financial report of the most recent fiscal year has not occurred in the registered accounting company, which meets the audit report issued by the unlocking engineer with negative opinions or unable to express opinions; Conditions.
(3) Failure to distribute profits in accordance with laws and regulations, 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;
(6) The institution, board of supervisors or audit department performing the duties of state-owned assets contributor raises major objections to the performance or annual financial report of the listed company. 2. The incentive object is not under any of the following circumstances: (1) it has been identified as an inappropriate person by the stock exchange in the last 12 months; (2) Those who have been identified as inappropriate by the CSRC and its dispatched offices within the last 12 months; (3) Within the last 12 months, the company has not been punished by the CSRC for major violations of laws and regulations, and has met the administrative punishment of unlocking and its dispatched offices or taken market entry prohibition measures; Conditions.
(4) Having the circumstances stipulated in the company law that they are not allowed to serve as directors and senior managers of the company; (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. 3. When the restricted stock is unlocked, the company and individuals must meet the following performance conditions: (1) performance assessment at the company level:
The rate of return on net assets shall not be less than 4.2%, and not less than 75 (1) the company’s performance assessment results, such as the quantile level; lower
Based on the net profit in 2018, the compound growth rate of net profit is not low, roe: 5.22%, 75th percentile value is 4.97%, which is more than 1.8%, and is not lower than the 75th percentile value of the benchmarking enterprise; Sufficient unlocking conditions.
The turnover rate of total assets shall not be less than 80%, and not less than the benchmark enterprise’s 75 point net profit fixed base compound growth rate: bit value level. 20.32%, the 75th percentile value is 9.80%, meeting (2) personal level performance assessment: unlocking conditions.
The number of restricted shares unlocked is linked to the assessment results of the operating performance of the enterprise and the total asset turnover rate: 105.78%, and the assessment results of 75 personal performance indicators. According to 97.58% of the applicable performance level value of the incentive object, the unlocking conditions are met. According to the evaluation results of the incentive object in the latest year, (2) the restriction of corresponding shares can be unlocked 100% if the individual evaluation result of the incentive object granted in 2019 is “competent”. A total of 412 incentive objects have 2021 shares. If the individual evaluation result is “incompetent”, it cannot be unlocked. The individual assessment results of incentive degree meet the standard and meet the actual unlocking amount of restricted shares of the incentive object in the current year. A total of 4475736 shares are unlocked according to the company’s performance conditions. The assessment results of assessment and individual performance assessment are jointly determined. If the unlocking conditions are not met, the unlocked restricted shares in the unlocking period shall be repurchased and cancelled by the company according to the granting price. 4. In case of any of the following circumstances, the incentive object has reached the unlocking article in the current year, and the restricted shares of 11 incentive objects in total can be unlocked from the date of occurrence; Restricted stocks that have not yet reached the conditions for unlocking the organizational transfer and one incentive in 2021 shall be repurchased by the company according to the grant price plus the sum of the objects in the same period of the bank who have reached the legal retirement age and are not subject to the interest of time deposit: employed by competitors, According to the company’s “restrictions on (1) incentive objects reaching the legal retirement age and not being employed by sexual shares after retirement incentive plan (Draft)”, on competitors; standardize the implementation of shares in state-controlled listed companies
(2) When the incentive object is transferred out of the company due to organizational arrangement and does not work in the company; Notice on Relevant Issues of incentive system
3. When the incentive object dies (unlocked by its legal successor according to regulations); (gzfgd [2008] No. 171)
4. When the incentive object loses civil capacity; According to the relevant provisions of the document, the unlocking has been reached in that year
5. 91278 restricted shares whose incentive object is not due to unqualified performance, negligence, violation of laws and regulations,
Being dismissed by the company for any reason; You can participate in unlocking on the unlocking day; Not yet achieved
6. The total number of incentive objects who become independent directors, supervisors or other restricted shares that cannot hold the unlocking conditions of the company
Restricted stock holders; 273842 shares by the company at the grant price
7. When the labor contract of the incentive object expires and the company does not renew it. Interest on time deposits of Gejia bank in the same period
Repurchase and write off.
5. Under any of the following circumstances, there are 2 incentive pairs among the incentive objects of the unlocked restricted stock company
According to the grant price and the closing price of the company’s shares one trading day before the implementation of the repurchase, it seems that due to the resignation of an individual in 2020
Repurchase at the lower of the price: restricted shares granted but not unlocked
