Securities code: 688336 securities abbreviation: Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Announcement No.: 2022-007 Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) Co., Ltd
Announcement on granting some restricted shares reserved in the 2021 restricted stock incentive plan to incentive objects
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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Reserved grant date of restricted shares: February 16, 2022
Number of restricted shares reserved for Grant: 427100 shares, accounting for 0.0693% of the current total share capital of 61621413 shares
Equity incentive method: the second type of restricted stock
The draft incentive plan of the company (hereinafter referred to as the "restricted stock incentive plan of the company in 2021)" or the "restricted stock incentive plan of the company" (hereinafter referred to as "the draft incentive plan of the company in 2021)", According to the authorization of the first extraordinary general meeting of shareholders of Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) Co., Ltd. (hereinafter referred to as "the company" or " Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) ") in 2021, the company held the fifth meeting of the Fourth Board of directors and the third meeting of the Fourth Board of supervisors on February 16, 2022, The proposal on granting some restricted shares reserved in the 2021 restricted stock incentive plan to incentive objects was deliberated and adopted. It was determined that February 16, 2022 was the reserved grant date, and 427100 restricted shares were granted to 33 incentive objects at the grant price of 4 yuan / share. The relevant matters are explained as follows:
1、 Restricted stock grants
(I) decision making procedures and information disclosure of this restricted stock grant 1. On February 8, 2021, the company held the 20th meeting of the third board of directors, which deliberated and adopted the proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary Proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2021 and proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan.
On the same day, the company held the 10th meeting of the third session of the board of supervisors, deliberated and adopted the proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the company's measures for the assessment and management of the implementation of the restricted stock incentive plan in 2021, and the proposal on verifying the list of incentive objects of the company's restricted stock incentive plan in 2021, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. From February 9, 2021 to February 18, 2021, the company publicized the names and positions of the incentive objects to be granted for the first time in the incentive plan in the company's internal OA system. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects of the incentive plan. On February 22, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects of the company's restricted stock incentive plan in 2021 (Announcement No.: 2021-008).
3. On February 24, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the assessment and management of the implementation of the company's restricted stock incentive plan in 2021, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle equity incentive
A motion on the matter. On February 25, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclose the self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2021 (Announcement No.: 2021-010).
4. On April 8, 2021, the company held the 22nd Meeting of the third board of directors and the 12th meeting of the third board of supervisors, deliberated and adopted the proposal on adjusting the incentive plan of restricted shares in 2021 and the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed independent opinions on this matter, It is considered that the granting conditions have been met, the subject qualification of the incentive object granted for the first time is legal and valid, and the determined first granting date meets the relevant provisions. The board of supervisors of the company verified the list of incentive objects of the adjusted equity incentive plan. At the same time, the board of supervisors of the company issued the verification opinions of the board of supervisors of Sunshine Guojian Pharmaceutical(Shanghai) Co.Ltd(688336) Pharmaceutical (Shanghai) Co., Ltd. on the list of incentive objects first granted by the company's restricted stock incentive plan in 2021.
5. On February 16, 2022, the company held the fifth meeting of the Fourth Board of directors and the third meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on granting some restricted shares reserved in the 2021 restricted stock incentive plan to incentive objects. The independent directors of the company expressed independent opinions on this matter and believed that the grant conditions had been met, the subject qualification of the incentive object reserved for grant was legal and valid, and the determined reserved grant date met the relevant provisions. The board of supervisors verified the list of incentive objects reserved for the grant date and issued verification opinions.
(II) differences between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders
The content of this grant is consistent with the relevant content of the incentive plan deliberated and approved by the company's first extraordinary general meeting of shareholders in 2021.
(III) explanation of the board of directors on meeting the grant conditions, and clear opinions issued by the independent directors and the board of supervisors
1. Relevant explanations of the board of directors on whether the grant meets the conditions
According to the provisions of the grant conditions in the incentive plan (Draft), the restricted shares granted to the incentive object shall meet the following conditions at the same time:
(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, 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 senior managers of the company as stipulated in the company law of the people's Republic of China;
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 careful verification, the board of directors of the company has determined that neither the company nor the incentive object has any of the above circumstances, and there are no other circumstances that cannot be granted or become the incentive object. The granting conditions of the incentive plan have been met.
2. Opinions of the board of supervisors
(1) The company is not prohibited to implement the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan; The incentive objects of this incentive plan have the qualifications specified in the company law of the people's Republic of China and other laws, regulations and normative documents, and meet the incentive object conditions specified in the measures for the administration of equity incentive of listed companies and the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the "Listing Rules"), It complies with the scope of incentive objects specified in the company's 2021 restricted stock incentive plan (Draft) and its summary, and its subject qualification as the incentive object of the company's 2021 restricted stock incentive plan is legal and effective.
(2) The company determines that the reserved grant date of this incentive plan complies with the relevant provisions on the grant date in the administrative measures for equity incentive of listed companies and the company's restricted stock incentive plan (Draft) in 2021 and its abstract.
Therefore, the board of supervisors agreed that the reserved grant date of the company's incentive plan was February 16, 2022, and agreed to grant 427100 restricted shares to 33 incentive objects at the grant price of 4 yuan / share.
3. Independent opinions of independent directors
(1) According to the authorization of the company's first extraordinary general meeting in 2021, the board of directors determined that the reserved grant date of the company's incentive plan is February 16, 2022, which is in line with the relevant provisions on the grant date in the administrative measures for equity incentive of listed companies and other laws and regulations and the company's restricted stock incentive plan in 2021 (Draft).
(2) The company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies and other laws, regulations and normative documents. The company has the subject qualification to implement the equity incentive plan.
(3) The company determines that the incentive objects granted with reserved restricted shares comply with the relevant laws and regulations and the provisions on the qualification of the equity incentive plan in the articles of association, the incentive object conditions specified in the measures for the administration of equity incentive of listed companies, and the scope of incentive objects specified in the incentive plan, As the reserved part of the company's restricted stock incentive plan in 2021, its subject qualification granted to incentive objects is legal and effective.
(4) The company's implementation of this incentive plan is conducive to further improve the corporate governance structure, establish and improve the company's incentive and restraint mechanism, enhance the company's management team and business backbone's sense of responsibility and mission for the sustainable and healthy development of the company, and is conducive to the sustainable development of the company without damaging the interests of the company and all shareholders.
(5) When the board of directors of the company deliberated the relevant proposals, the related directors have avoided voting on the relevant proposals in accordance with the company law, the securities law, the measures for the administration of equity incentive of listed companies, the articles of association and other laws, regulations and normative documents, as well as the relevant provisions in the company's articles of association, and the non related directors shall deliberate and vote on the relevant proposals.
In conclusion, it is agreed that the reserved grant date of the company's incentive plan is February 16, 2022, and 427100 restricted shares are granted to 33 incentive objects at the grant price of 4 yuan / share.
(IV) specific conditions of reservation grant
1. Reserved grant date: February 16, 2022;
2. Number of reserved grants: 427100 shares, accounting for 0.0693% of the current total share capital of 61621413 shares;
3. Number of reserved grants: 33;
4. Reserved grant price: 4 yuan / share;
5. Stock source: the company issues A-share common stock to the incentive object. 6. Validity period, vesting period, vesting arrangement and lock up period of the incentive plan
(1) The validity period of the incentive plan shall be no more than 64 months from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested, listed and circulated or invalid.
(2) The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive objects meet the corresponding vesting conditions. The vesting date must be the trading day. If the incentive objects are directors and senior managers before vesting, the restricted shares obtained shall not be vested in the following periods:
① Within 30 days before the announcement of the company's annual report and semi annual report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement; ② Within 10 days before the announcement of the company's quarterly report, performance forecast and performance express;
③ From the date of major events that may have a great impact on the trading price of the company's securities and their derivatives or in the process of decision-making to the date of disclosure according to law;
④ Other periods prescribed by the CSRC and the Shanghai Stock Exchange.
The ownership proportion of restricted shares reserved for grant in the incentive plan (the grant will be completed in 2022) is arranged as follows:
The proportion of the number of vested rights and interests in the total amount of granted rights and interests
Reservation granting is restricted to the first month after 12 months from the date of reservation granting
50% of the shares shall be returned within 24 months from the first trading day to the date of reserved grant
Ending on the last trading day of the period
Reservation granting is restricted to the first day after 24 months from the date of reservation granting
The second trading day of the stock shall be 50% within 36 months from the date of reserved grant
Ending on the last trading day of the period
The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used to guarantee or repay debts before vesting.
(3) The lock up period refers to the time period after the restricted shares granted to the incentive object are vested. The restricted shares granted by the incentive object through the incentive plan shall be subject to a six-month lock up period after the completion of ownership registration. During the lock up period, the incentive object shall not transfer all the restricted shares owned by it in the current batch. If the incentive objects are directors and senior managers of the company, they shall also comply with relevant laws and regulations such as the company law, the securities law, several provisions on the reduction of shares held by shareholders and directors, supervisors and senior managers of listed companies, and the detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies on Shanghai Stock Exchange The provisions of normative documents and the articles of association shall be subject to the restrictions on sales.
7. List of incentive objects and Awards
The number of restricted shares granted accounts for the number of restricted shares granted in the public name and nationality of the incentive plan (the total share capital at the time of reporting)
