Securities code: 603882 securities abbreviation: Guangzhou Kingmed Diagnostics Group Co.Ltd(603882) Announcement No.: 2022-004 Guangzhou Kingmed Diagnostics Group Co.Ltd(603882)
About the stock options granted by the 2019 stock option incentive plan
Announcement of the second exercise result and share listing in the second exercise period
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. Important content: the number of shares exercising this time: 205000 shares
The listing and circulation time of the exercise shares is March 2, 2022
1、 Decision making procedures and relevant information disclosure of this stock option exercise
1. Guangzhou Kingmed Diagnostics Group Co.Ltd(603882) (hereinafter referred to as “the company”) held the fifth meeting of the second board of directors on March 15, 2019, deliberated and adopted the proposal on the company’s 2019 stock option incentive plan (Draft) > and its summary (hereinafter referred to as “2019 incentive plan”) The proposal on formulating the administrative measures for the implementation and assessment of the 2019 stock option incentive plan and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s stock option incentive plan. The independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan, and the lawyer issued corresponding legal opinions, The company disclosed relevant announcements on March 16, 2019.
2. On March 15, 2019, the company held the fifth meeting of the second board of supervisors, deliberated and approved the proposal on the company’s 2019 stock option incentive plan (Draft) and its summary, the proposal on formulating the measures for the implementation and assessment of the 2019 stock option incentive plan, and the proposal on verifying the list of incentive objects of the company’s 2019 stock option incentive plan, The company disclosed relevant announcements on March 16, 2019.
3. From March 18 to March 27, 2019, the company listed the list of incentive objects on the company’s bulletin board, and the board of supervisors issued the verification opinions on the list and publicity of the company’s stock option incentive plan, and disclosed the relevant announcement on April 3, 2019.
4. The company conducted a self-examination on the trading of the company’s shares by insiders of the incentive plan, and disclosed the self-examination report on the trading of the company’s shares by insiders of the company’s 2019 stock option incentive plan on April 9, 2019.
5. The company held the first extraordinary general meeting of shareholders in 2019 on April 8, 2019, deliberated and adopted the proposal on the company’s stock option incentive plan in 2019 (Draft) and its summary The proposal on formulating the administrative measures for the implementation and assessment of the 2019 stock option incentive plan and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s stock option incentive plan were disclosed on April 9, 2019.
6. On April 26, 2019, the company held the 7th Meeting of the second board of directors, deliberated and approved the proposal on granting stock options to incentive objects in the company’s 2019 stock option incentive plan, and the independent directors of the company expressed independent opinions on relevant matters.
7. On April 26, 2019, the company held the seventh meeting of the second board of supervisors, deliberated and approved the proposal on granting stock options to incentive objects in the company’s 2019 stock option incentive plan, and the board of supervisors of the company checked the granting of stock options to the company in this incentive plan.
8. On May 29, 2019, the company completed the grant registration of 2019 stock option incentive plan in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. The number of stock options granted is 6.57 million, with 45 incentive objects, and the exercise price is RMB 29.04/share.
9. The company held the 14th meeting of the second board of directors and the 14th meeting of the second board of supervisors on June 5, 2020, and deliberated and adopted the proposal on the achievement of exercise conditions of stock options granted by the stock option incentive plan in 2019 in the first exercise period The independent directors of the company expressed independent opinions on relevant matters in the proposal on adjusting the list of incentive objects, the number of options and canceling some stock options of the company’s 2019 stock option incentive plan and the proposal on adjusting the exercise price of the company’s stock options. In 2019, the number of incentive objects of the company’s stock option incentive plan was adjusted from 45 to 44. The company decided to cancel 99500 stock options granted by the 2019 stock option incentive plan. After this cancellation, the number of stock options granted was adjusted from 6.57 million to 6.4705 million. In 2019, the exercise price of stock options granted by the stock option incentive plan was adjusted from 29.04 yuan / share to 28.93 yuan / share.
10. The company held the 15th meeting of the second board of directors and the 15th meeting of the second board of supervisors on July 6, 2020, deliberated and adopted the proposal on adjusting the exercise price of the company’s 2019 stock option incentive plan. The independent directors of the company expressed independent opinions on relevant matters and disclosed relevant announcements on July 7, 2020. In 2019, the exercise price of stock options that have been granted but not yet exercised under the stock option incentive plan was adjusted from 28.93 yuan / share to 28.79 yuan / share.
On September 2, 2020, upon review and confirmation by China Securities Depository and Clearing Corporation Limited Shanghai Branch, the company has completed the cancellation of the above 99500 granted stock options. The total number of stock options exercisable in the first phase of 44 incentive objects is 1.603 million, which has been listed and circulated on September 22, 2020. 11. On June 23, 2021, the 24th Meeting of the second board of directors and the 24th Meeting of the second board of supervisors deliberated and adopted the proposal on adjusting the exercise price of the company’s 2019 stock option incentive plan, and the independent directors of the company expressed independent opinions on relevant matters. In 2019, the exercise price of stock options that have been granted but not yet exercised under the stock option incentive plan was adjusted from 28.79 yuan / share to 28.461 yuan / share.
12. August 16, 2021, The 26th meeting of the second board of directors and the 25th meeting of the second board of supervisors of the company deliberated and approved the proposal on the achievement of the exercise conditions of the second exercise period of stock options granted by the 2019 stock option incentive plan and the proposal on adjusting the list of incentive objects, the number of options and canceling some stock options of the company’s 2019 stock option incentive plan, The independent directors of the company expressed independent opinions on relevant matters.
The exercise conditions of the second exercise period of the company’s stock option incentive plan in 2019 have been met, and the number of exercisable shares in the second exercise period is 1552500. In view of the fact that the three incentive objects have failed to comply with the provisions on Incentive objects in the company’s equity incentive plan due to their resignation, it is decided to cancel a total of 210000 stock options granted but not exercised. The number of incentive objects in the stock option incentive plan is adjusted from 44 to 41, and the number of stock options is adjusted from 6.4705 million to 6.2605 million. On August 31, 2021, upon examination and confirmation by Shanghai Branch of China Securities Depository and Clearing Co., Ltd., the company has completed the cancellation of the above 210000 granted stock options.
On September 10, 2021, the company disclosed the announcement of Guangzhou Kingmed Diagnostics Group Co.Ltd(603882) on the results of the first exercise of stock options granted by the 2019 stock option incentive plan and the listing of shares in the second exercise period (Announcement No.: 2021-070). The incentive objects of the first exercise of stock options in the second exercise period of the 2019 stock option incentive plan were 39 people and the number of exercise shares was 1347500, The listing and circulation time is September 15, 2021.
2、 Basic information of the exercise of the equity incentive plan
(I) explanation on the achievement of the exercise conditions of stock options under the incentive plan
According to the provisions of the 2019 stock option incentive plan, the second exercise period of the company’s 2019 incentive plan is from the first trading day after 24 months from the date of grant to the last trading day within 36 months from the date of grant. The grant date of this incentive plan is April 26, 2019, and the stock options granted in this part have entered the second exercise period. The number of stock options granted by the incentive object that can be applied for exercise in the second exercise period accounts for 25% of the total number of stock options granted. (II) statement that the exercise conditions have been fulfilled
Achievements under the 2019 stock option incentive plan
Exercise conditions of the second exercise period
(I) there is no one of the following circumstances in the company: 1. The financial and accounting report of the latest fiscal year has been issued with a negative opinion or an audit report that cannot express an opinion by the certified public accountant; 2. The internal control over the financial report of the most recent fiscal year has not been withdrawn by the certified public accountant, and the audit report with negative opinions or unable to express opinions has not occurred;
Form, meet the exercise conditions.
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. (II) the incentive object is not under any of the following circumstances: 1. It has been identified as an inappropriate candidate by the stock exchange in 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. In the last 12 months, due to major violations of laws and regulations, the dispatched office of the CSRC and its incentive objects has not been subject to administrative punishment or market entry prohibition measures; Circumstances, meeting the exercise conditions.
4. Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; 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.
(III) the company level performance assessment requires the company to eliminate the equity incentive in 2020. The stock options granted by this incentive plan will be returned to the center after the impact of the planned share payment expenses in the four fiscal years of the exercise period, and the performance assessment will be carried out and exercised annually, The net profit belonging to the shareholders of the listed company is the exercise condition of the incentive object to achieve the performance evaluation goal. 1.556 billion yuan; In the second exercise period of the stock options granted in 2018, the performance evaluation objective is: excluding the share based payment fee of the equity incentive plan
Achievements under the 2019 stock option incentive plan
Exercise conditions of the second exercise period
Based on the net profit realized in 2018, the net profit growth rate in 2020 will not be affected, and the attributable to listing will be less than 48.84%; The net profit of the company’s shareholders is 233 million yuan. Note: the above “net profit” is based on the data contained in the audit report of the company in each fiscal year. In 2020, excluding the equity incentive standard, the assessment indicators of net profit are based on the net profit after the impact of the audited incentive plan share payment expenses attributable to the shareholders of the listed company, And it is the basis for calculating the net profit attributable to the shareholders of the listed company by excluding the impact of share based payment expenses of the equity incentive plan. The profit growth rate is 566.71%, no less than 48.84%.
Accordingly, the performance assessment at the company level is required to meet the exercise conditions.
(IV) performance appraisal at the individual level requires that the salary committee will score the comprehensive appraisal of the incentive object in each appraisal year, and determine the exercise proportion according to the appraisal results of the incentive object. If the annual performance appraisal at the company level meets the standard, the actual exercise amount of the incentive object in that year = the standard coefficient at the individual level × The individual’s planned exercise limit of the current year.
The performance evaluation results of incentive objects are divided into four grades: excellent (a), 44 (b) granted stock options by good companies, qualified (c) and unqualified (d). Among the incentive objects in the evaluation form, 3 incentive objects are applicable to the evaluation objects. At that time, according to the following table, the proportion of incentive objects to exercise their rights is determined, and the resignation is no longer in line with the provisions on Incentive objects in the company’s equity incentive plan.
The evaluation criteria are excellent (a) good (b) qualified (c) unqualified. The remaining 41 incentive objects are subject to 2020 (d)
