Securities code: 603363 securities abbreviation: Fujian Aonong Biological Technology Group Incorporation Limited(603363) Announcement No.: 2022-022 convertible bond Code: 113620 convertible bond abbreviation: aonong convertible bond
Fujian Aonong Biological Technology Group Incorporation Limited(603363)
Announcement on repurchase and cancellation of some restricted shares granted but not lifted
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.
Fujian Aonong Biological Technology Group Incorporation Limited(603363) (hereinafter referred to as “the company”) held the fourth meeting of the third board of directors on February 15, 2022, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares granted but not yet lifted. In view of the fact that 6 incentive objects of the company’s 2017 restricted stock incentive plan do not meet the incentive conditions due to resignation, 10 incentive objects of the company’s restricted stock incentive plan in 2018 have failed to meet the incentive conditions due to resignation, 2 incentive objects of the first grant part of the company’s restricted stock incentive plan in 2020 have failed to meet the incentive conditions due to resignation, and 1 incentive object of the reserved grant part of the company’s restricted stock incentive plan in 2020 has failed to meet the incentive conditions due to resignation, Seven incentive objects of the company’s restricted stock incentive plan in 2021 do not meet the incentive conditions due to resignation. At the same time, according to the announcement on advance loss of annual performance in 2021 disclosed by the company on January 29, 2022, the fourth restricted stock incentive plan in 2017, the second restricted stock incentive plan in 2018 The company’s 2020 restricted stock incentive plan first granted part of the second lifting of the restriction period, the company’s 2020 restricted stock incentive plan first granted part of the second lifting of the restriction period, the company’s 2020 restricted stock incentive plan reserved part of the second lifting of the restriction period The unlocking conditions for the first release period of the company’s restricted stock incentive plan in 2021 have not been reached. According to the relevant provisions of the company’s 2017 restricted stock incentive plan, 2018 restricted stock incentive plan, 2020 restricted stock incentive plan and 2021 restricted stock incentive plan, as well as the company’s first extraordinary general meeting in 2018 With the authorization of the eighth extraordinary general meeting of shareholders in 2018, the second extraordinary general meeting of shareholders in 2020 and the annual general meeting of shareholders in 2020, the company plans to repurchase and cancel the restricted shares that do not meet the unlocking conditions of the above equity incentive plans. The total number of restricted shares to be repurchased and cancelled is 13384855. Relevant matters are hereby announced as follows:
1、 Relevant procedures performed for restricted stock incentive plan
(I) 2017 restricted stock incentive plan
1. On December 17, 2017, the company held the 23rd Meeting of the first board of directors, deliberated and adopted the proposal on and its summary The independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan, such as the proposal on the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2017 and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2017. On the same day, the company held the 11th meeting of the first board of supervisors, deliberated and approved the relevant proposals of the incentive plan and issued verification opinions. The above contents were disclosed on the website of Shanghai Stock Exchange on December 18, 2017.
2. On December 18, 2017, the company publicized the list of incentive objects first granted by the company’s 2017 restricted stock incentive plan in the company’s internal office system from December 18, 2017 to December 28, 2017. During the publicity period, the company did not receive any objection against the incentive objects, and disclosed the verification opinions and publicity instructions of the board of supervisors on the list of incentive objects first granted by the company’s 2017 restricted stock incentive plan on the website of Shanghai Stock Exchange on January 5, 2018.
3. On January 12, 2018, the company held the first extraordinary general meeting of shareholders in 2018, deliberated and approved the proposal on and its summary The proposal on the management measures for the implementation and assessment of the restricted stock incentive plan in 2017 and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2017 were approved and the board of directors was authorized to handle matters related to the incentive plan. The above contents were disclosed on the website of Shanghai Stock Exchange on January 13, 2018.
4. On February 7, 2018, the company held the 26th meeting of the first board of directors and the 13th meeting of the first board of supervisors, deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time in the 2017 restricted stock incentive plan 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, and the board of supervisors of the company verified the list of incentive objects granted restricted shares again. On March 6, 2018, the company disclosed the announcement on the results of the first grant of the 2017 restricted stock incentive plan, which actually granted 6.09 million restricted shares.
5. On March 30, 2018, the company held the 28th meeting of the first board of directors and the 14th meeting of the first board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares granted but not yet lifted, and repurchased and cancelled 25000 restricted shares granted but not lifted to resignation incentive objects. The independent directors of the company expressed independent opinions on this. On May 25, 2018, the above-mentioned 25000 restricted shares that have not been unlocked have been transferred to the special securities account for repurchase opened by the company and cancelled on May 29, 2018.
6. On August 30, 2018, the company held the 33rd meeting of the first board of directors and the 17th meeting of the first board of supervisors, deliberated and adopted the proposal on adjusting the repurchase price of restricted shares. In view of the fact that the annual equity distribution of the company in 2017 has been implemented, The board of directors adjusted the repurchase price of restricted shares granted by the restricted stock incentive plan in 2017 but not lifted. The independent directors of the company expressed independent opinions on this.
7. On August 30, 2018, the company held the 33rd meeting of the first board of directors and the 17th meeting of the first board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares granted but not yet lifted, and repurchased and cancelled 85000 restricted shares granted but not lifted by the resignation incentive object. The independent directors of the company expressed independent opinions on this. On October 19, 2018, the above-mentioned 85000 restricted shares that have not been unlocked have been transferred to the special securities account for repurchase opened by the company and cancelled on October 23, 2018.
8. On January 10, 2019, the company held the fourth meeting of the second board of directors and the fifth meeting of the second board of supervisors, deliberated and approved the proposal on canceling the grant of reserved restricted shares in the 2017 restricted stock incentive plan, and decided to cancel the grant of 300000 restricted shares reserved in the 2017 restricted stock incentive plan. The independent directors of the company expressed independent opinions on this.
9. On April 29, 2019, the company held the sixth meeting of the second board of directors and the sixth meeting of the second board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares granted but not yet lifted. In view of the resignation of some incentive objects and the failure to meet the unlocking conditions of the first lifting period of the company’s restricted stock incentive plan in 2017, The Company repurchased and cancelled a total of 18212500 restricted shares granted to relevant incentive objects but not lifted. The independent directors of the company expressed independent opinions on this. The above 18212500 restricted shares that have not been unlocked have been transferred to the special securities account for repurchase opened by the company and cancelled on July 2, 2019.
10. On October 30, 2019, the company held the 15th meeting of the second board of directors and the 10th meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the repurchase price of restricted shares. In view of the fact that the annual equity distribution of the company in 2018 has been completed, The board of directors adjusted the repurchase price of restricted shares granted by the restricted stock incentive plan in 2017 but not lifted. The independent directors of the company expressed independent opinions on this.
11. On October 30, 2019, the company held the 15th meeting of the second board of directors and the 10th meeting of the second board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares that have been granted but have not been lifted, and repurchased and cancelled a total of 2062500 restricted shares that have been granted but have not been lifted. The independent directors of the company expressed independent opinions on this. The restricted stock accounts of the company that have not been opened until July 2020 will be unlocked and cancelled.
12. On May 18, 2020, the company held the 26th meeting of the second board of directors and the 16th meeting of the second board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares granted but not lifted. In view of the resignation of some incentive objects, As well as the unlocking conditions of the second release period of the company’s restricted stock incentive plan in 2017 were not met, the Company repurchased and cancelled a total of 1.42 million restricted shares granted to relevant incentive objects but not released. The independent directors of the company expressed independent opinions on this. The above 1.42 million restricted shares that have not been unlocked have been transferred to the special securities account for repurchase opened by the company and cancelled on July 20, 2020.
13. On October 23, 2020, the company held the 37th meeting of the second board of directors and the 22nd Meeting of the second board of supervisors, The regulation on adjusting the number of restricted shares in the equity incentive plan was reviewed and approved. The number of restricted shares granted but not yet lifted in the restricted stock incentive plan in 2017 and the repurchase price were adjusted. The independent directors of the company expressed independent opinions on this.
14. On October 30, 2020, the company held the 38th meeting of the second board of directors and the 23rd Meeting of the second board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares that have been granted but not lifted, and repurchased and cancelled 117000 restricted shares that have been granted but not lifted. The independent directors of the company expressed independent opinions on this. The above 117000 restricted shares that have not been unlocked have been transferred to the special securities account for repurchase opened by the company and cancelled on December 29, 2020.
15. On April 26, 2021, the company held the 48th meeting of the second board of directors and the 30th meeting of the second board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares granted but not yet lifted, and repurchased and cancelled a total of 52000 restricted shares granted but not lifted by the three resignation incentive objects, As well as the repurchase and cancellation of 13000 restricted shares of 4 incentive objects who were qualified in personal performance appraisal in the third lifting period of the restricted stock incentive plan in 2017 who did not meet the unlocking conditions. The total number of restricted shares to be repurchased and cancelled is 65000. The independent directors of the company expressed independent opinions on this. The above 65000 restricted shares that have not been unlocked have been transferred to the special securities account for repurchase opened by the company and cancelled on June 29, 2021.
16. On April 26, 2021, the company held the 48th meeting of the second board of directors and the 30th meeting of the second board of supervisors, deliberated and adopted the proposal on the compliance of restricted shares in the third phase of the 2017 restricted stock incentive plan with unlocking conditions, The board of directors considered that the unlocking conditions of restricted shares in the third lifting period of the company’s restricted stock incentive plan in 2017 had been met, and agreed to lift the restrictions on the sale of a total of 1551875 restricted shares held by 187 incentive objects of the company. The independent directors of the company expressed independent opinions on this.
17. On June 9, 2021, the company held the 52nd meeting of the second board of directors and the 33rd meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the repurchase price of restricted shares. In view of the fact that the annual equity distribution of the company in 2020 has been implemented, The board of directors adjusted the repurchase price of restricted shares granted by the restricted stock incentive plan in 2017 but not lifted. The independent directors of the company expressed independent opinions on this.
18. On October 29, 2021, the company held the second meeting of the third board of directors and the second meeting of the third board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares granted but not lifted, and repurchased and cancelled a total of 126750 restricted shares granted but not lifted to 15 resignation incentive objects. The independent directors of the company expressed independent opinions on this. The above 126750 restricted shares that have not been unlocked have been transferred to the special securities account for repurchase opened by the company and cancelled on December 29, 2021.
19. On February 15, 2022, the company held the fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors, which were deliberated and adopted
