Stock Code: 300381 stock abbreviation: Guangdong Vtr Bio-Tech Co.Ltd(300381)
Bond Code: 123018 bond abbreviation: profit convertible bond Announcement No.: 2022-017 Guangdong Vtr Bio-Tech Co.Ltd(300381)
Announcement on adjusting the grant price of restricted stock incentive plan in 2021
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.
Guangdong Vtr Bio-Tech Co.Ltd(300381) (hereinafter referred to as “the company”) held the 14th meeting of the 7th board of directors and the 10th meeting of the 7th board of supervisors on February 18, 2022, deliberated and adopted the proposal on adjusting the grant price of the restricted stock incentive plan in 2021. The relevant adjustments are hereby announced as follows:
1、 The approval procedures for this equity incentive plan have been fulfilled
1. On February 3, 2021, the company held the 53rd meeting of the 6th board of directors, which 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 assessment and management method for the implementation of the restricted stock incentive plan in 2021 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan, etc. The independent directors of the company expressed independent opinions on the proposals related to the restricted stock incentive plan in 2021.
2. On February 3, 2021, the company held the 42nd meeting of the sixth board of supervisors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary The board of supervisors of the company has verified the relevant matters of the incentive plan and issued relevant verification opinions on the proposals such as the proposal on the company’s measures for the implementation and assessment of the 2021 restricted stock incentive plan and the proposal on verifying the list of incentive objects first granted by the company’s 2021 restricted stock incentive plan.
3. From February 3, 2021 to February 17, 2021, the company publicized the names and positions of the incentive objects proposed in the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection to the list of proposed incentive objects. On February 18, 2021, the board of supervisors of the company disclosed the statement of the board of supervisors on the verification opinions and publicity of the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021.
4. On February 22, 2021, the company held the first extraordinary general meeting of shareholders in 2021, The proposal on the company’s 2021 restricted stock incentive plan (Draft) > and its summary, the proposal on the company’s assessment and management measures for the implementation of the 2021 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan were reviewed and passed. On February 24, 2021, the company posted on cninfo (www.cn. Info. Com. CN.) Disclosed the self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2021.
5. On March 16, 2021, the company held the second meeting of the seventh board of directors and the second meeting of the seventh board of supervisors, deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time in the 2021 restricted stock incentive plan, and the proposal on granting restricted stocks to incentive objects for the first time in 2021. The independent directors of the company expressed independent opinions on the above proposal and believed that the granting conditions had been achieved, the subject qualification of incentive objects was legal and effective, and the determined granting date met the relevant provisions. The board of supervisors verified the list of incentive objects on the grant date, issued verification opinions, and agreed with the list of incentive objects granted by the company in this incentive plan.
6. On February 18, 2022, the company held the 14th meeting of the 7th board of directors and the 10th meeting of the 7th board of supervisors, deliberated and adopted the proposal on adjusting the grant price of the restricted stock incentive plan in 2021 and the proposal on granting reserved restricted shares to incentive objects. The independent directors of the company expressed independent opinions on the above proposal and believed that the reserved grant conditions have been achieved, the subject qualification of incentive objects is legal and effective, and the determined reserved grant date meets the relevant regulations. The board of supervisors verified the list of incentive objects reserved for the grant date, issued verification opinions, and agreed to the list of incentive objects reserved for the grant in the company’s incentive plan.
2、 Adjustment of the grant price of this equity incentive plan
The fourth meeting of the seventh board of directors held on April 23, 2021 and the 2020 annual general meeting of shareholders held on May 17, 2021 considered and approved the proposal on the company’s profit distribution plan in 2020, based on the total share capital of the company as of December 31, 2020, 490058748 shares, A cash dividend of RMB 0.70 (including tax) will be distributed to all shareholders for every 10 shares. No bonus shares will be given for this profit distribution, and no accumulation fund will be converted into share capital. The remaining undistributed profits will be carried forward to the next year. The annual equity distribution in 2020 has been implemented.
In view of the distribution of stock dividends and other matters of the company, according to the relevant provisions of the company’s 2021 restricted stock incentive plan and the authorization of the first extraordinary general meeting of shareholders in 2021, the board of directors of the company agreed to adjust the first and reserved grant prices of class II restricted shares in the 2021 restricted stock incentive plan from 5.06 yuan / share to 4.99 yuan / share.
In addition to the above adjustment contents, other contents of the incentive plan implemented this time are consistent with the incentive plan deliberated and approved by the first extraordinary general meeting of shareholders in 2021. According to the authorization of the first extraordinary general meeting of shareholders in 2021, this adjustment belongs to the matters within the scope of authorization, which can be passed by the board of directors of the company without submitting it to the general meeting of shareholders for deliberation again.
3、 Impact of this adjustment on the company
The company’s adjustment of the grant price of the 2021 restricted stock incentive plan will not have a material impact on the company’s financial status and operating results.
4、 Opinions of independent directors
The company adjusted the grant price of the 2021 restricted stock incentive plan accordingly, in line with the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other relevant laws and regulations, normative documents and relevant provisions of the company’s 2021 restricted stock incentive plan, and this adjustment has been authorized by the general meeting of shareholders, And fulfilled the necessary review procedures. This adjustment is within the scope of authorization of the company’s first extraordinary general meeting of shareholders in 2021. The adjustment and review procedures are legal and compliant, and there is no situation that damages the interests of all shareholders of the company, especially small and medium-sized shareholders.
5、 Opinions of the board of supervisors
After review, the board of supervisors believes that the adjustment of the granting price of the 2021 restricted stock incentive plan of the company complies with the requirements of relevant laws and regulations such as the measures for the administration of equity incentive of listed companies and the relevant provisions of the 2021 restricted stock incentive plan of the company, and the adjustment is within the scope of authorization of the board of directors by the first extraordinary general meeting of shareholders in 2021, There is no situation that damages the interests of the company and all shareholders. The board of supervisors agreed to adjust the grant price of the restricted stock incentive plan in 2021. The initial and reserved grant price was adjusted from 5.06 yuan / share to 4.99 yuan / share. In addition to the above adjustments, other contents of the incentive plan implemented this time are consistent with the incentive plan approved by the first extraordinary general meeting in 2021. According to the authorization of the first extraordinary general meeting in 2021, This adjustment is within the scope of authorization and does not need to be submitted to the general meeting of shareholders for deliberation.
6、 Concluding observations of legal opinions
The lawyer of Beijing Deheng (Shenzhen) law firm believes that according to the authorization of the first extraordinary general meeting of shareholders in 2021 to the board of directors, as of the date of issuance of this legal opinion, this adjustment has obtained the necessary approval and authorization at this stage; The reason for this adjustment and the adjusted price comply with the relevant provisions of the incentive plan.
7、 Opinion of independent financial advisor
Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. believes that: Guangdong Vtr Bio-Tech Co.Ltd(300381) the matters related to the reserved grant of the restricted stock incentive plan have obtained the necessary approval and authorization, and the determination of the date, price, object and quantity of the restricted stock grant, as well as the adjustment of the restricted stock incentive plan and the reserved grant comply with the company law According to the provisions of laws, regulations and normative documents such as the securities law, the administrative measures, the listing rules and the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling, Guangdong Vtr Bio-Tech Co.Ltd(300381) there is no situation that does not meet the granting conditions specified in the company’s restricted stock incentive plan in 2021.
8、 Documents for future reference
1. Resolution of the 14th meeting of the 7th board of directors;
2. Resolution of the 10th meeting of the 7th board of supervisors;
3. Independent opinions of independent directors on matters related to the 14th meeting of the seventh board of directors;
4. Independent financial advisory report of Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. on matters related to the reserved grant of restricted shares in the Guangdong Vtr Bio-Tech Co.Ltd(300381) 2021 restricted stock incentive plan;
5. Legal opinions of Beijing Deheng (Shenzhen) law firm on matters related to the grant of reserved part of Guangdong Vtr Bio-Tech Co.Ltd(300381) 2021 restricted stock incentive plan.
It is hereby announced.
Guangdong Vtr Bio-Tech Co.Ltd(300381) board of directors
February 19, 2022
