Stock Code: 300381 stock abbreviation: Guangdong Vtr Bio-Tech Co.Ltd(300381)
Bond Code: 123018 bond abbreviation: profit convertible bond Announcement No.: 2022-018 Guangdong Vtr Bio-Tech Co.Ltd(300381)
Announcement on granting reserved restricted shares to incentive objects
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.
Important content tips:
1. Reserved grant date of restricted shares: February 18, 2022
2. Reserved grant quantity of restricted shares: 800000 shares
3. Equity incentive method: the second type of restricted stock
4. Reserved grant price of restricted shares: 4.99 yuan / share
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 first grant price of the 2021 restricted stock incentive plan and the proposal on granting reserved restricted shares to incentive objects, The board of Directors considers that the reserved grant conditions of Restricted Shares specified in the 2021 restricted stock incentive plan (hereinafter referred to as the “incentive plan” or the “incentive plan”) have been met, and agrees to determine February 18, 2022 as the reserved grant date according to the authorization of the company’s first extraordinary general meeting in 2021, Grant 800000 class II restricted shares to 22 incentive objects who meet the reserved grant conditions at the grant price of 4.99 yuan / share. The relevant matters are explained as follows:
1、 Brief introduction of restricted stock incentive plan in 2021
On February 22, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary. The main contents of the incentive plan of the company are as follows:
1. Incentive form: the second type of restricted stock
2. Stock source of this incentive plan
The stock source of this incentive plan is the company’s RMB A-share common stock issued by the company to the incentive object.
3. Number of restricted shares to be granted
The number of restricted shares to be granted to the incentive objects in the incentive plan is 8 million shares, accounting for 1.63% of the total share capital of 490060069 shares on the announcement date of the draft incentive plan. 7.2 million class II restricted shares were granted for the first time, accounting for 1.47% of the total share capital of the company on the announcement date of the draft incentive plan and 90.00% of the total number of restricted shares to be granted in the incentive plan; 800000 class II restricted shares are reserved, accounting for 0.16% of the total share capital of the company on the announcement date of the draft incentive plan and 10.00% of the total number of restricted shares to be granted in the incentive plan.
4. Scope of incentive objects
A total of 93 incentive objects are granted for the first time in the incentive plan, including senior managers, core middle managers, core technical and business personnel who worked in the company (including branches and subsidiaries) when the company announced the incentive plan, as well as other employees that the board of Directors considers should be encouraged, excluding Guangdong Vtr Bio-Tech Co.Ltd(300381) independent directors, supervisors and foreign employees.
The list of incentive objects granted for the first time and the distribution of rights and interests to be granted are as follows:
Proportion of the restricted incentive plan granted to the number of shares of the name, nationality and position of the incentive plan (10000 granted rights and interests, total share capital on the announcement date)
Chen shaomei, chairman and President of China 18 2.25% 0.04%
Zhou Derong, director and vice president of China, 18 2.25% 0.04%
Secretary of the board of directors
Feng Guohua, vice president of China 18 2.25% 0.04%
Li Zhu, vice president of China and chief financial officer, 18 2.25% 0.04%
prison
Du Hongfang, vice president of China, in research and development 18 2.25% 0.04%
Heart director
Zhu Jieming, vice president of China 18 2.25% 0.04%
Zhuang Binfeng, vice president of China 18 2.25% 0.04%
Li Jianyuan, vice president of China 12 1.50% 0.02%
Ding siliang, assistant president of China 12 1.50% 0.02%
Chen Guancheng assistant vice president of China 8 1.00% 0.02%
Core middle managers, core technology and business people
562 70.25% 1.15% of employees and other employees that the board of Directors considers should be encouraged
(83 persons in total)
Reserved part 80 10.00% 0.16%
Total 800 100.00% 1.63%
Note: if there is any difference in the mantissa between the sum of some total figures and each detailed figure in this incentive plan, it is caused by the rounding of the above percentage results, the same below.
The incentive objects of the reserved part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the incentive objects on the designated website as required.
5. Validity period, grant date, ownership arrangement and lock up period of restricted stock incentive plan
(1) Period of validity
The validity period of this incentive plan is from the date of granting restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid, and the longest period shall not exceed 48 months.
(2) Grant date
After the incentive plan is reviewed and approved by the general meeting of shareholders of the company, the company will convene the board of directors to grant rights and interests to the incentive objects in accordance with relevant regulations within 60 days, and complete the announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure and announce the termination of the incentive plan. According to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the guide for business handling of companies listed on the gem No. 5 – equity incentive (hereinafter referred to as the “guide for business handling”) and other provisions, the period during which rights and interests shall not be granted shall not be counted within 60 days.
The grant date shall be determined by the board of directors of the company after the incentive plan is deliberated and approved by the general meeting of shareholders of the company. The grant date must be a trading day. If the date determined according to the above principles is a non trading day, the grant date shall be postponed to the first trading day thereafter.
(3) Attribution arrangement
The restricted shares granted under the incentive plan shall be vested in several times according to the agreed proportion after 12 months from the date of grant (the restricted shares reserved for grant shall be vested 12 months from the date of reserved grant) and after the incentive object meets the corresponding attribution conditions. The attribution date must be the trading day within the validity period of the incentive plan, but shall not be vested in the following periods:
① Within 30 days before the announcement of the company’s periodic 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 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 shares and their derivatives or the date of entering the decision-making process to 2 trading days after disclosure according to law;
④ Other periods prescribed by the CSRC and the stock exchange.
The above “major events” are transactions or other major events that the company should disclose in accordance with the Listing Rules of Shenzhen Stock Exchange gem (hereinafter referred to as the “Listing Rules”).
The ownership arrangement of restricted shares granted for the first time is shown in the table below:
Vesting arrangement vesting proportion during vesting period
The first 12 months after the date of granting some restricted shares for the first time
24-30% from the first trading day of the first vesting period to the date of granting some restricted shares for the first time
Ending on the last trading day of the month
The first day after 24 months from the date of granting some restricted shares for the first time
36.30% from the trading day of the second vesting period to the date of granting some restricted shares for the first time
Ending on the last trading day of the month
The first time after 36 months from the date of granting some restricted shares for the first time
48.40% from the trading day of the third vesting period to the date of granting some restricted shares for the first time
Ending on the last trading day of the month
The ownership arrangement of restricted shares reserved for grant is shown in the table below:
Vesting arrangement vesting proportion during vesting period
The first 12 months after the date of reserved grant of some restricted shares
50% from the first trading day of the first vesting period to the date of reserved grant of some restricted shares
Ending on the last trading day of the month
The first day after 24 months from the date of the reserved grant of some restricted shares
36.50% from the trading day of the second vesting period to the date of reserved grant of some restricted shares
Ending on the last trading day of the month
During the above agreed period, the restricted shares that have not been fulfilled due to the attribution conditions shall not be attributed or deferred to the next year, and shall be invalidated by the company in accordance with the provisions of this incentive plan.
After meeting the vesting conditions of restricted shares, the company will uniformly handle the vesting of restricted shares that meet the vesting conditions.
(4) Lock up period
The prohibition on the sale of the company’s shares granted to the incentive objects through this incentive plan shall be implemented in accordance with the company law, the securities law and other relevant laws, administrative regulations, normative documents and the articles of association. The specific contents are as follows:
① If the incentive object is a senior manager of the company, the shares transferred each year during his tenure shall not exceed 25% of the total shares of the company he holds; The company’s shares held by him shall not be transferred within half a year after his resignation;
② If the incentive objects are the company’s senior managers and their spouses, parents and children, they sell their shares of the company within 6 months after buying, or buy them again within 6 months after selling, and the income from this will belong to the company, and the board of directors of the company will recover their income;
③ During the validity period of this incentive plan, if the relevant laws, administrative regulations, normative documents such as the company law, the securities law and the articles of association have changed the relevant provisions on the transfer of shares held by the company’s senior managers, Then the transfer of the company’s shares held by these incentive objects shall comply with the provisions of the revised Company Law, securities law and other relevant laws, regulations, normative documents and the articles of association.
6. Grant price of restricted shares
The grant price of restricted shares granted for the first time is 5.06 yuan per share, that is, after meeting the grant conditions and attribution conditions, the incentive object can purchase the company’s shares at the price of 5.06 yuan per share.
The grant price of some reserved restricted shares is the same as that of the restricted shares granted for the first time.
7. Vesting conditions of restricted shares
(1) Performance assessment requirements at the company level:
The incentive plan will assess the company’s performance indicators annually in the fiscal year from 2021 to 2023, so as to achieve the performance assessment goal as one of the ownership conditions of the incentive object in the current year. The performance evaluation objectives and ownership proportion of restricted shares granted by the incentive plan are shown in the table below:
Net profit of the corresponding assessment year in the attribution period
Growth rate relative to 2019 (a)
Target value (AM)
