Securities code: 600867 securities abbreviation: Tonghua Dongbao Pharmaceutical Co.Ltd(600867) No.: 2022-011
Tonghua Dongbao Pharmaceutical Co.Ltd(600867) about
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
Reasons for repurchase cancellation: according to the relevant provisions of the measures for the administration of equity incentive of listed companies and the Tonghua Dongbao Pharmaceutical Co.Ltd(600867) 2020 stock option and restricted stock incentive plan (hereinafter referred to as the “incentive plan”), the original incentive object Wang Mingyan and other seven people resigned for personal reasons and did not meet the incentive conditions. The company will repurchase and cancel 400000 restricted shares granted but not unlocked by 7 people including Wang Mingyan.
Relevant information about the cancellation of shares:
Number of shares repurchased number of shares cancelled date of cancellation
400000 shares 400000 shares February 15, 2022
1、 Decision making and information disclosure of this restricted stock repurchase and cancellation
According to the authorization of the second extraordinary general meeting of shareholders in 2020 of Tonghua Dongbao Pharmaceutical Co.Ltd(600867) (hereinafter referred to as “the company” or ” Tonghua Dongbao Pharmaceutical Co.Ltd(600867) “), the company held the 21st Meeting of the 10th board of directors and the 14th meeting of the 10th board of supervisors on November 23, 2021, The proposal on the repurchase and cancellation of some unlocked restricted stocks under the 2020 stock option and restricted stock incentive plan, the proposal on adjusting the exercise price of stock options and the grant price of restricted stocks under the 2020 stock option and restricted stock incentive plan, and the proposal on reducing the registered capital and amending the articles of association were reviewed and approved. In view of the resignation of 7 former incentive objects such as Wang Mingyan due to personal reasons, they do not meet the incentive conditions. According to the relevant provisions of the measures for the administration of equity incentive of listed companies and the incentive plan, the company will repurchase 400000 restricted shares granted but not unlocked by Wang Mingyan and other seven people at the price of 8.29 yuan / share. And handle the repurchase cancellation procedures. For details, please refer to the announcement of Tonghua Dongbao Pharmaceutical Co.Ltd(600867) on the cancellation of stock options and restricted stock incentive plan in 2020, the cancellation of stock options that have not been exercised and the repurchase of restricted stocks that have been granted but not unlocked, and other relevant announcements disclosed by the company on the website of Shanghai Stock exchange and designated media on November 24, 2021.
The repurchase and cancellation of restricted shares by the company involves the reduction of registered capital and the amendment of the articles of association
The company submitted the second extraordinary general meeting of shareholders in 2021 held on December 9, 2021
At the meeting, the proposal on reducing registered capital and amending the articles of association was deliberated and passed. In accordance with the relevant provisions of the company law and other relevant laws and regulations, the company has also fulfilled the obligation to notify creditors of the cancellation of this share repurchase
Procedures. See the company’s website and designated website of Shanghai Stock Exchange on December 10, 2021 for details
Announcement on the resolution of the second extraordinary general meeting of shareholders in 2021 and Tonghua Dongbao Pharmaceutical Co.Ltd(600867) disclosed by the media
Announcement on notifying creditors of the reduction of registered capital of some restricted shares on repurchase and cancellation. As of the expiration of the reporting period, the company has not received any objection from any creditor to the repurchase, nor has it received any proposal from any creditor to the company
A requirement to pay off debts or provide corresponding guarantees.
2、 Cancellation of this restricted stock repurchase
(I) reasons and basis for the repurchase and cancellation of restricted shares
According to the relevant provisions of the measures for the administration of equity incentive of listed companies and the incentive plan, the original incentive
Xiang Wang Mingyan and other seven people resigned for personal reasons, and the restricted shares they held that have been granted but have not yet been unlocked shall be owned by the company
The company shall cancel the repurchase.
(II) number of relevant personnel and shares cancelled in this repurchase
The repurchase and cancellation of restricted shares involves 7 people, totaling the restricted shares granted but not unlocked
400000 shares; After the cancellation of this repurchase, 6590000 shares of equity incentive restricted shares remain.
(III) repurchase cancellation arrangement
The company has been registered in China Securities Depository and Clearing Co., Ltd. Shanghai Branch (hereinafter referred to as “zhongdenggong”)
The company has opened a special securities account for repurchase (Account No.: b883030029) and submitted it to zhongdeng company
The relevant application for cancellation of this repurchase was. It is expected that this part of the shares will be cancelled on February 15, 2022,
After the cancellation is completed, the company will go through the relevant industrial and commercial change registration procedures in accordance with the law.
3、 Changes in capital structure of the company after repurchase and cancellation of restricted shares
After the repurchase and cancellation of 400000 restricted shares, the changes in the capital structure of the company are as follows:
Unit: shares
Before change (note) after change
Number of shares changed this time
Proportion of shares (%)
Tradable shares with limited sales conditions 6990000.35 – 400000 6590000.33
Tradable shares without sale conditions 2002998571 99.65 0 2002998571 99.67
Total share capital 2009988571 100.00 – 400000 2009588571 100.00
Note: description of the capital stock structure before the change: the company held the 10th board of directors on July 29, 2021
The 16th meeting deliberated and adopted the proposal on repurchase of company shares by means of centralized bidding transaction
Case.
The proposal has been deliberated and approved by the first extraordinary general meeting of shareholders in 2021 held on August 25, 2021
Yes. The repurchased shares will be cancelled and the registered capital of the company will be reduced. On January 28, 2022, the company completed
The total number of shares repurchased this time is 2399946. According to the share repurchase plan, the company cancelled this share repurchase
2399946 shares were repurchased and cancelled on February 8, 2022. After cancellation, the total share capital of the company
From 2033988517 shares to 2009988571 shares, of which: shares with unlimited sales conditions
2026998517 shares were changed to 2002998571 shares. See the company’s announcement on February 8, 2022 for details
The implementation results and share changes of Tonghua Dongbao Pharmaceutical Co.Ltd(600867) on share repurchase disclosed on the website of Shanghai Stock Exchange and designated media
Announcement on the move (Announcement No.: 2022-008).
The above changes in the share capital structure are subject to the China Securities Depository and Clearing Corporation Limited after the completion of relevant matters
The share capital structure table issued by Shanghai Branch of the company shall prevail.
4、 Description and commitment
The board of directors of the company explained: the decision-making procedures and information disclosure involved in the repurchase and cancellation of restricted shares
Comply with laws and regulations, measures for the administration of equity incentive of listed companies, incentive plan and other relevant provisions, and there is no situation that damages the legitimate rights and interests of incentive objects and creditors.
The company promises that it has verified and guaranteed the authenticity, accuracy and completeness of the objects involved in the repurchase and cancellation of restricted shares, the number of shares, the cancellation date and other information, and has fully informed the relevant incentive objects of the repurchase and cancellation, and the relevant incentive objects have not expressed any objection to the repurchase and cancellation. If the cancellation of this repurchase is related to relevant incentive objects
In case of disputes, the company will bear the relevant legal liabilities arising therefrom.
5、 Concluding observations of legal opinions
Beijing Zhonglun law firm believes that as of the date of issuance of this legal opinion, the company has been cancelled this time
Obtain necessary approval and authorization at this stage; The content of this cancellation is in line with the Management Office of equity incentive of listed companies
Law and incentive plan. The registered capital is reduced due to this cancellation and the articles of association need to be amended
Relevant matters shall be submitted to the general meeting of shareholders for deliberation. After being deliberated and approved by the general meeting of shareholders, the company shall comply with relevant laws and regulations
Fulfill the corresponding information disclosure obligations and go through the procedures of reducing the registered capital in accordance with the provisions of the regulations and normative documents.
6、 Documents for future reference
Legal opinion of Beijing Zhonglun law firm on Tonghua Dongbao Pharmaceutical Co.Ltd(600867) incentive share price adjustment and repurchase cancellation.
It is hereby announced.
Tonghua Dongbao Pharmaceutical Co.Ltd(600867) board of directors February 11, 2002
