Stock Code: 300381 stock abbreviation: Guangdong Vtr Bio-Tech Co.Ltd(300381)
Bond Code: 123018 bond abbreviation: profit convertible bond Announcement No.: 2022-015 Guangdong Vtr Bio-Tech Co.Ltd(300381)
Announcement on the resolutions of the 14th meeting of the 7th board of directors
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.
The 14th meeting of the 7th board of directors of Guangdong Vtr Bio-Tech Co.Ltd(300381) (hereinafter referred to as “the company”) was held by on-site voting in the conference room on the third floor of the company on February 18, 2022. The notice of the meeting was sent to all directors of the company by telephone, email and other means on February 7, 2022. Seven directors actually attended the meeting. The company’s supervisors and some senior managers attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Chen shaomei, chairman of the board. This meeting complies with the relevant provisions of the company law and the articles of association, and the meeting is valid.
The following proposals were considered and adopted by voting at this meeting:
1、 The proposal on adjusting the grant price of the restricted stock incentive plan in 2021 was deliberated and adopted. The proposal on the profit distribution plan of the company in 2020 was deliberated and adopted at 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, Based on 490058748 shares of the company’s total share capital as of December 31, 2020, 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 in this profit distribution, no accumulation fund will be converted into share capital, and 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.
The independent directors of the company expressed their independent opinions with explicit consent.
For details, please refer to the company’s announcement on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on adjusting the grant price of restricted stock incentive plan in 2021 (Announcement No.: 2022-017). Related directors Mr. Chen shaomei, Mr. Zhou Derong and Mr. Chen Guancheng abstained from voting.
Voting results: 4 in favor, 0 against and 0 abstention.
According to the articles of association, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
2、 The proposal on granting reserved restricted shares to incentive objects was deliberated and adopted.
According to the measures for the administration of equity incentive of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the relevant provisions of the company’s restricted stock incentive plan in 2021 and the authorization of the company’s first extraordinary general meeting in 2021, The board of Directors considers that the conditions for the reserved grant of class II Restricted Shares specified in the company’s 2021 restricted stock incentive plan have been met, and agrees to determine February 18, 2022 as the reserved grant date and grant 800000 reserved class II restricted shares to 22 incentive objects who meet the reserved grant conditions at the grant price of 4.99 yuan / share.
The independent directors expressed their independent opinions with explicit consent. For details, please refer to the company’s announcement on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on granting reserved restricted shares to incentive objects (Announcement No.: 2022-018).
Related directors Mr. Chen shaomei and Mr. Chen Guancheng withdrew from voting.
Voting results: 5 in favor, 0 against and 0 abstention.
According to the articles of association, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
3、 The proposal on using some idle raised funds to temporarily supplement working capital was deliberated and adopted. In order to improve the use efficiency of raised funds, reduce financial costs and alleviate the demand pressure of working capital, the company plans to use some idle raised funds with a total amount of no more than 90 million yuan to temporarily supplement working capital. The service life of the above idle raised funds used to temporarily supplement working capital shall not exceed 12 months from the date of deliberation and approval by the board of directors, The raised funds shall be returned to the special account for raised funds of the company in batches according to the use progress of the raised funds. For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day Announcement on temporarily replenishing working capital with some idle raised funds (Announcement No.: 2022-019).
Voting results: 7 in favor, 0 against and 0 abstention.
According to the articles of association, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
It is hereby announced.
Guangdong Vtr Bio-Tech Co.Ltd(300381) board of directors
February 19, 2022
