Securities code: Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) Announcement No.: 2022019
Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317)
About adjusting the company’s restricted stock incentive plan in 2022
Announcement of list of incentive objects and number of awards
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 Zhongsheng Pharmaceutical Co.Ltd(002317) (hereinafter referred to as “the company”) convened the 17th meeting of the 7th board of directors and the 10th meeting of the 7th board of supervisors on March 1, 2022, and deliberated and adopted the proposal on adjusting the list of incentive objects and the number of awards of the company’s restricted stock incentive plan in 2022. In accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies, the company’s 2022 restricted stock incentive plan (Draft) and the authorization of the company’s first extraordinary general meeting in 2022, the board of directors of the company announced the relevant adjustments as follows:
1、 Relevant approval procedures for 2022 restricted stock incentive plan
(I) on February 11, 2022, the 16th meeting of the seventh board of directors of the company deliberated and adopted the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the administration of the implementation and assessment of the company’s 2022 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, The ninth meeting of the seventh board of supervisors of the company deliberated and adopted relevant proposals. The independent directors of the company expressed their independent opinions. Beijing Hairun Tianrui law firm hired by the company issued legal opinions on matters related to the incentive plan.
(II) from February 14, 2022 to February 23, 2022, the company publicized the names and positions of the incentive objects granted by the incentive plan in the company’s internal office system. As of the expiration of the publicity period, the board of supervisors of the company has not received any objection from any organization or individual to the incentive objects.
On February 25, 2022, the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2022.
(III) on March 1, 2022, the company’s first extraordinary general meeting of shareholders in 2022 deliberated and adopted the
Securities code: Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) Announcement No.: 2022019
The proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s 2022 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 equity incentive. The company’s implementation of the restricted stock incentive plan in 2022 was approved, and the board of directors was authorized to determine the grant date, grant restricted shares to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant.
(IV) on March 1, 2022, the 17th meeting of the seventh board of directors and the 10th meeting of the seventh board of supervisors of the company deliberated and approved the proposal on adjusting the list and number of incentive objects of the company’s restricted stock incentive plan in 2022 and the proposal on granting restricted shares to incentive objects of the company’s restricted stock incentive plan in 2022. The board of supervisors of the company verified the list of incentive objects granted and expressed their consent, and the independent directors expressed their consent. Beijing Hairun Tianrui law firm hired by the company issued a legal opinion on the adjustment and grant of the incentive plan.
2、 Description of adjustment
Two incentive objects resigned for personal reasons and no longer have incentive qualification. According to the relevant provisions of the company’s 2022 restricted stock incentive plan (Draft) and the authorization of the company’s first extraordinary general meeting in 2022, the board of directors agreed to cancel its qualification to participate in the 2022 restricted stock incentive plan. In 2022, the incentive objects of the restricted stock incentive plan will be adjusted from 79 to 77, and the total number of restricted shares granted will be adjusted from 5840000 shares to 5780000 shares.
In addition to the above adjustments, other contents of the restricted stock incentive plan implemented by the company this time are consistent with the company’s 2022 restricted stock incentive plan (Draft) approved by the company’s first extraordinary general meeting in 2022. 3、 Impact of this adjustment on the company
The company’s adjustment of the number of restricted stock granted shares and the list of incentive objects will not have a material impact on the company’s financial status and operating results, and there is no damage to the interests of the company and its shareholders.
4、 Opinions of independent directors
After verification, the board of directors of the company has fulfilled the necessary deliberation procedures on the adjustment of the list of incentive objects and the number of grants of the company’s restricted stock incentive plan in 2022, which is in line with the administrative measures for equity incentive of listed companies and the provisions on adjustment matters in the company’s incentive plan. This adjustment will be made temporarily for the first time in 2022
Securities code: Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) Announcement No.: 2022019
Within the scope of the authorization of the general meeting of shareholders to the board of directors of the company, the adjustment procedures are legal and compliant. The independent directors of the company unanimously agree that the company will adjust the list of incentive objects and the number of grants of the restricted stock incentive plan in 2022.
5、 Opinions of the board of supervisors
After review, two incentive objects resigned for personal reasons. According to the relevant provisions of the company’s 2022 restricted stock incentive plan (Draft) and the authorization of the company’s first extraordinary general meeting in 2022, it is agreed that the company will cancel their qualification to participate in the 2022 restricted stock incentive plan. The adjusted incentive objects meet the incentive object conditions specified in relevant laws and regulations, and the subject qualification is legal and effective. It is agreed that the company will adjust the list of incentive objects and the number of awards of the restricted stock incentive plan in 2022, and the incentive objects of the restricted stock incentive plan in 2022 will be adjusted from 79 to 77, The total number of restricted shares granted was adjusted from 5840000 shares to 5780000 shares.
In addition to the above adjustments, other contents of the restricted stock incentive plan implemented by the company this time are consistent with the company’s 2022 restricted stock incentive plan (Draft) approved by the company’s first extraordinary general meeting in 2022. 6、 Legal opinion
After verification, the lawyer believes that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization for this adjustment and related matters of this grant at this stage; This adjustment complies with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of equity incentive of listed companies, the articles of association and the company’s 2022 restricted stock incentive plan (Draft); The granting object, price, quantity and date of this grant comply with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of equity incentive of listed companies, the articles of association and the company’s 2022 restricted stock incentive plan (Draft); The conditions for this grant have been met, and the company’s implementation of this grant complies with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of equity incentive of listed companies, the articles of association and the company’s restricted stock incentive plan (Draft) in 2022; This grant still needs to fulfill the obligation of information disclosure and handle the registration of stock grant according to law.
7、 Documents for future reference
(I) announcement of the resolution of the 17th meeting of the seventh board of directors;
(II) announcement of the resolution of the 10th meeting of the seventh board of supervisors;
(III) independent opinions of independent directors on relevant matters of the company;
Securities code: Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) Announcement No.: 2022019
(IV) verification opinions of the board of supervisors on matters related to the granting of the company’s restricted stock incentive plan in 2022;
(V) legal opinion of Beijing Hairun Tianrui law firm on the adjustment and grant of restricted stock incentive plan in Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) 2022.
It is hereby announced
Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) board of directors March 1, 2002
