Securities code: 603363 securities abbreviation: Fujian Aonong Biological Technology Group Incorporation Limited(603363) Announcement No.: 2021-207 convertible bond Code: 113620 convertible bond abbreviation: aonong convertible bond
Fujian Aonong Biological Technology Group Incorporation Limited(603363)
Announcement on the implementation of equity incentive restricted stock repurchase and cancellation
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 tips:
Reasons for repurchase cancellation:
1. In the 2017 restricted stock incentive plan, 2018 restricted stock incentive plan, the first grant part of 2020 restricted stock incentive plan and the first grant part of 2021 restricted stock incentive plan, some incentive objects have resigned and do not meet the incentive conditions. The restricted shares granted to relevant incentive objects that do not meet the unlocking conditions shall be repurchased and cancelled by the company.
2. One leaving incentive object of the company was granted part of the restricted stock incentive plan in 2020 for the first time, and the individual performance assessment was qualified in the first period of lifting the restrictions. The proportion of lifting the restrictions in the current period was 60%, and the remaining 40% of the restricted stocks did not meet the unlocking conditions. The restricted stocks granted to relevant incentive objects that did not meet the unlocking conditions were repurchased and cancelled by the company.
Relevant information of this share cancellation
Number of shares repurchased (shares) number of shares cancelled (shares) cancellation date
866210866210december 29, 2021
1、 Decision making and information disclosure of this restricted stock repurchase and cancellation
1. On January 12, 2018, Fujian Aonong Biological Technology Group Incorporation Limited(603363) (hereinafter referred to as “the company”) convened the first extraordinary general meeting of shareholders in 2018, deliberated and adopted the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2017 restricted stock incentive plan , the board of directors is authorized to deal with matters related to the 2017 restricted stock incentive plan, including the repurchase and cancellation of restricted shares whose sales restrictions have not been lifted. For details, please refer to the announcement on the resolution of the first extraordinary general meeting of shareholders in 2018 (Announcement No.: 2018-003) disclosed by the company on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on January 13, 2018.
On December 28, 2018, the company held the eighth extraordinary general meeting of shareholders in 2018, deliberated and passed the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2018 restricted stock incentive plan, and authorized the board of directors to handle matters related to the 2018 restricted stock incentive plan, Including the repurchase and cancellation of restricted shares whose sales restrictions have not been lifted. For details, please refer to the announcement on the resolution of the eighth extraordinary general meeting of shareholders in 2018 (Announcement No.: 2018-178) disclosed by the company on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on December 29, 2018.
On March 4, 2020, the company held the second extraordinary general meeting of shareholders in 2020, deliberated and adopted the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2020 restricted stock incentive plan, and authorized the board of directors to handle matters related to the 2020 restricted stock incentive plan, Including the repurchase and cancellation of restricted shares whose sales restrictions have not been lifted. For details, please refer to the announcement on the resolution of the second extraordinary general meeting of shareholders in 2020 (Announcement No.: 2020-035) disclosed by the company on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on March 5, 2020.
On April 15, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and passed the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 restricted stock incentive plan, and authorized the board of directors to handle matters related to the 2021 restricted stock incentive plan, Including the repurchase and cancellation of restricted shares whose sales restrictions have not been lifted. For details, please refer to the announcement on the resolution of the 2020 annual general meeting of shareholders (Announcement No.: 2021-080) disclosed by the company on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on April 16, 2021.
2. According to the authorization of the general meeting of shareholders of the company to the board of directors to handle matters related to the restricted stock incentive plan, on October 29, 2021, the company held the second meeting of the third board of directors and the second meeting of the third board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some granted but not lifted restricted shares, It is agreed that the company shall, in accordance with the relevant provisions of 2017 restricted stock incentive plan, 2018 restricted stock incentive plan, 2020 restricted stock incentive plan and 2021 restricted stock incentive plan, as well as the company’s first extraordinary general meeting in 2018, the eighth extraordinary general meeting in 2018, the second extraordinary general meeting in 2020 Authorized by the 2020 annual general meeting of shareholders, a total of 126750 restricted shares held by 15 incentive objects who have resigned in the 2017 restricted stock incentive plan, a total of 425100 restricted shares held by 20 incentive objects who have resigned in the 2018 restricted stock incentive plan In 2020, the restricted stock incentive plan will grant a total of 74360 restricted shares held by the two incentive objects who have resigned for the first time (including 416000 restricted shares that are qualified in personal performance assessment and do not meet the unlocking conditions in the first release period of the restricted stock incentive plan for the first time granted to one resigned incentive object in 2020), a total of 240000 restricted shares held by seven resigned incentive objects in the first grant part of the restricted stock incentive plan in 2021 will be repurchased and cancelled, The total number of restricted shares to be repurchased and cancelled is 86621. The independent directors of the company expressed independent opinions on this. For details of the above contents, see the announcement on repurchase and cancellation of some restricted shares granted but not lifted (Announcement No.: 2021-182) disclosed on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on October 30, 2021.
On October 30, 2021, the company disclosed the announcement on notifying creditors of repurchase and cancellation of some restricted shares (Announcement No.: 2021-185) on the website of Shanghai Stock Exchange. Up to now, the publicity period has been 45 days. During this period, the company has not received any request from relevant creditors to pay off debts or provide corresponding guarantee to the company.
2、 Cancellation of this restricted stock repurchase
(i) Reasons and basis for cancellation of this restricted stock repurchase
According to the relevant provisions of the company’s 2017 restricted stock incentive plan, 2018 restricted stock incentive plan, 2020 restricted stock incentive plan and 2021 restricted stock incentive plan, 15 incentive objects in the company’s 2017 restricted stock incentive plan do not meet the incentive conditions due to resignation, In the company’s restricted stock incentive plan in 2018, 20 incentive objects did not meet the incentive conditions due to resignation, In the first grant part of the company’s restricted stock incentive plan in 2020, two incentive objects did not meet the incentive conditions due to resignation (including one resignation incentive object. During the first period of lifting the restrictions on sales in 2020, the individual performance assessment is qualified, and the proportion of lifting the restrictions on sales in the current period is 60%, and the remaining 40% of the restricted shares do not meet the unlocking conditions). Seven incentive objects in the first part of the company’s restricted stock incentive plan in 2021 do not meet the incentive conditions due to resignation, so they have to go up The restricted shares granted to the resigned object that do not meet the unlocking conditions shall be repurchased and cancelled by the company.
The repurchase and cancellation of the above restricted shares by the company this time complies with the measures for the administration of equity incentive of listed companies and other relevant laws and regulations, as well as the relevant provisions of the company’s equity incentive plan and restricted stock grant agreement. The company has the right to unilaterally repurchase and cancel the above restricted shares.
（2） Relevant personnel and quantity of this restricted stock repurchase cancellation
There are 32 incentive objects involved in the repurchase and cancellation of restricted shares (seven of them are the incentive objects of the 2017 restricted stock incentive plan and the 2018 restricted stock incentive plan, one is the incentive object of the 2017 restricted stock incentive plan, the 2018 restricted stock incentive plan, the first grant part of the 2020 restricted stock incentive plan and the first grant part of the 2021 restricted stock incentive plan, and two are 201 at the same time 8-year restricted stock incentive plan and 2021 restricted stock incentive plan (part of the incentive objects granted for the first time), this repurchase of restricted shares held by the 15 incentive objects who have resigned from the 2017 restricted stock incentive plan, a total of 126750 shares In 2018, the 20 incentive objects who have resigned from the restricted stock incentive plan held a total of 425100 restricted shares In 2020, for the first time, the restricted stock incentive plan granted a total of 74360 shares held by the two incentive objects who have left their jobs (including 416000 restricted shares that are qualified in personal performance assessment and do not meet the unlocking conditions in the first release period of the restricted stock incentive plan for the first time granted to one resigned incentive object in 2020), a total of 240000 restricted shares held by seven resigned incentive objects in the first grant part of the restricted stock incentive plan in 2021. The above notes are to be repurchased A total of 86621 restricted shares were sold.
To sum up, the company plans to repurchase and cancel 86621 restricted shares, accounting for 0.1264% of the company’s current total share capital. (Note: since the convertible corporate bond “aonong convertible bond” issued by the company has entered the stock conversion period on September 16, 2021, the total share capital of the company is the share capital of the company as of December 23, 2021)
After the completion of the repurchase and cancellation of restricted shares, the company’s 2017 restricted stock incentive plan has a total of 1431625 restricted shares, the company’s 2018 restricted stock incentive plan has a total of 6713460 restricted shares, and the company’s 2020 restricted stock incentive plan has a total of 8665800 restricted shares In 2021, the company’s restricted stock incentive plan has a total of 11.216 million shares, and the company’s equity incentive restricted stock has a total of 28.026885 million shares.
（3） Repurchase cancellation arrangement
The company has opened a special securities account for repurchase (Account No.: b882251787) with China Securities Depository and Clearing Co., Ltd. Shanghai Branch (hereinafter referred to as “zhongdeng company”) and submitted an application for repurchase and cancellation of the above restricted shares to zhongdeng company. The company estimates that the restricted shares to be repurchased and cancelled this time will be cancelled on December 29, 2021.
3、 Changes in the company’s share structure after the repurchase and cancellation of restricted shares
After the repurchase and cancellation of restricted shares, the changes in the capital structure of the company are as follows:
Unit: shares
Before category change and after amount change
Tradable shares with limited sales conditions 28893095-86621028026885
Before category change and after amount change
Tradable shares with unlimited sales conditions 656385890065385890
Total shares 685278985-866210684412775
Note: the share capital structure before the change in the above table is the share capital of the company as of December 23, 2021. Since the convertible corporate bond “aonong convertible bond” issued by the company has entered the share conversion period on September 16, 2021, The final changes in the share capital structure shall be subject to the share capital structure table issued by China Securities Depository and Clearing Co., Ltd. Shanghai branch after the completion of the repurchase cancellation.
4、 Description and commitment
The board of directors of the company explained that the decision-making procedures and information disclosure involved in the repurchase and cancellation of restricted shares comply with the provisions of laws and regulations, the measures for the administration of equity incentive of listed companies, the arrangement of the company’s equity incentive plan and restricted stock grant agreement, and there is no situation that damages the legitimate rights and interests of incentive objects and creditors. The company promises: the company has verified and guaranteed that the objects, number of shares, cancellation date and other information involved in the repurchase and cancellation of restricted shares are true, accurate and complete, has fully informed the relevant incentive objects of the repurchase and cancellation, and the relevant incentive objects have not expressed any objection to the repurchase and cancellation. In case of any dispute with relevant incentive objects due to the cancellation of this repurchase, the company will bear the relevant legal liabilities arising therefrom.
5、 Concluding observations of the legal opinion
(i) Beijing Zhonglun law firm issued a legal notice on matters related to the repurchase and cancellation of some restricted shares under the company’s restricted stock incentive plan in 2017
