Securities code: Hvsen Biotechnology Co.Ltd(300871) securities abbreviation: Hvsen Biotechnology Co.Ltd(300871) Announcement No.: 2022022 convertible bond Code: 123132 convertible bond abbreviation: Huisheng convertible bond
Hvsen Biotechnology Co.Ltd(300871)
Announcement on repurchase and cancellation of some equity incentive restricted shares granted but not lifted
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.
Hvsen Biotechnology Co.Ltd(300871) (hereinafter referred to as "the company") deliberated and approved the proposal on repurchase and cancellation of some equity incentive restricted shares granted but not lifted at the 23rd Meeting of the second board of directors and the 20th meeting of the second board of supervisors, which needs to be submitted to the general meeting of shareholders of the company for deliberation. In accordance with the relevant provisions of the company's restricted stock incentive plan in 2021 (hereinafter referred to as "the incentive plan") and the authorization of the company's fourth extraordinary general meeting in 2021, the board of directors of the company plans to repurchase and cancel the restricted shares (the first lifting period). The relevant information is hereby announced as follows:
1、 Implementation of restricted stock incentive plan
(I) on June 28, 2021, the company held the 16th meeting of the second board of directors and the 13th meeting of the second board of supervisors, The proposal on Hvsen Biotechnology Co.Ltd(300871) 2021 restricted stock incentive plan (Draft) and its summary, the proposal on Hvsen Biotechnology Co.Ltd(300871) 2021 restricted stock incentive plan implementation assessment management measures, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to 2021 restricted stock incentive, and Proposal on verifying the list of incentive objects of Hvsen Biotechnology Co.Ltd(300871) 2021 restricted stock incentive plan. The independent directors of the company expressed their independent opinions, and Guohao law firm (Shenzhen) issued a legal opinion.
(II) from June 30, 2021 to July 9, 2021, the company internally publicized the names and positions of the incentive objects of the equity incentive plan. During the publicity period, the board of supervisors of the company did not receive any objection to the list of proposed incentive objects. On July 12, 2021, the company established the gem information disclosure platform cninfo.com (www.cn. Info. Com. CN.) in China Securities Regulatory Commission Disclosed the review opinions and publicity statement of the board of supervisors on the list of incentive objects granted by the restricted stock incentive plan in 2021 and the self inspection report on the trading of company shares by insiders of the restricted stock incentive plan in 2021.
(III) July 20, 2021, The company held the fourth extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on Hvsen Biotechnology Co.Ltd(300871) 2021 restricted stock incentive plan (Draft) and its summary, and the proposal on Hvsen Biotechnology Co.Ltd(300871) 2021 restricted stock incentive plan implementation assessment management measures Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to restricted stock incentive in 2021.
(IV) on August 24, 2021, the company held the 18th meeting of the second board of directors and the 15th meeting of the second board of supervisors, deliberated and approved the proposal on granting restricted shares to the incentive objects of the restricted stock incentive plan in 2021, and agreed that the company would take August 24, 2021 as the grant date, 488000 restricted shares were granted to 31 incentive objects at the grant price of 19.50 yuan per share. The independent directors of the company expressed their independent opinions, the board of supervisors of the company verified the list of incentive objects, and Guohao law firm (Shenzhen) issued a legal opinion.
(V) on September 8, 2021, the company launched the gem information disclosure platform cninfo.com (www.cn. Info. Com. CN.) The announcement on the completion of the registration of the granting of class I restricted shares in the 2021 restricted stock incentive plan was issued, and 488000 restricted shares were granted to 31 eligible incentive objects.
(VI) on October 28, 2021, the company held the 19th meeting of the second board of directors and the 16th meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the company's performance evaluation indicators of the company's restricted stock incentive plan in 2021, the independent directors of the company issued their agreed independent opinions, and Guohao law firm (Shenzhen) issued a legal opinion.
(VII) on November 10, 2021, the company held the 20th meeting of the second board of directors and the 17th meeting of the second board of supervisors, deliberated and approved the proposal on canceling and adjusting the company's performance evaluation indicators of the company's 2021 restricted stock incentive plan, and agreed to cancel and adjust the company's performance evaluation indicators of the company's 2021 restricted stock incentive plan. The independent directors of the company issued their independent opinions, and Guohao law firm (Shenzhen) issued a legal opinion.
(VIII) on January 21, 2022, the company held the 22nd Meeting of the second board of directors and the 19th meeting of the second board of supervisors, deliberated and approved the proposal on adjusting the company's performance evaluation indicators of the company's 2021 restricted stock incentive plan, and agreed to adjust the company's performance evaluation indicators of the company's 2021 restricted stock incentive plan. The independent directors of the company issued their independent opinions, and Guohao law firm (Shenzhen) issued a legal opinion.
(IX) on February 10, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on adjusting the performance evaluation indicators of the company's restricted stock incentive plan in 2021. (x) on March 10, 2022, the company held the 23rd Meeting of the second board of directors and the 20th meeting of the second board of supervisors, deliberated and approved the proposal on repurchasing and cancelling part of the equity incentive restricted shares granted but not lifted, and agreed to repurchase and cancel part of the equity incentive restricted shares granted but not lifted. The independent directors of the company issued their independent opinions, and Guohao law firm (Shenzhen) issued a legal opinion.
2、 Reason, quantity, price and capital source of repurchase cancellation
(I) reasons for repurchase cancellation
According to the provisions of the company's restricted stock incentive plan (Draft) for 2021, if the company fails to meet the performance assessment objectives of the assessment year, the restricted stock granted to all incentive objects in the corresponding assessment year shall not be lifted or deferred to the next period. The restriction shall be cancelled by the company, and the repurchase price shall be the grant price.
Since the performance assessment results of the company in 2021 did not meet the requirements of the performance assessment objectives of the current year, all incentives
For example, the shares that have been granted but have not been lifted shall be repurchased and cancelled by the company.
(II) quantity and price of repurchase cancellation
The number of restricted shares cancelled in this repurchase is 195200, and the repurchase price is the grant price. (III) adjustment of the number and price of repurchased shares
After this announcement and before the actual repurchase operation, if the repurchase quantity and price are adjusted, the company will adjust the repurchase quantity and price according to the relevant provisions of the 2021 restricted stock incentive plan (Draft).
(IV) capital source of this repurchase
The capital required for the proposed repurchase of restricted shares comes from the company's own funds, and the total capital required for the repurchase is 380640000 yuan. If the repurchase price is adjusted during the actual repurchase, the total amount of funds required for the repurchase will be adjusted accordingly.
3、 Changes in the company's share capital structure before and after the repurchase and cancellation
After the cancellation of this repurchase, the total share capital of the company will be changed from 166248527 shares to 166053327 shares. The changes in share capital structure are as follows:
Unit: (shares)
Before and after this change
Category change
Proportion of shares proportion of shares
1、 Tradable shares with restricted sales conditions: 8328800050.10% - 1952008309280050.04%
Equity incentive restricted shares 4880000.29% - 1952 China Express Airlines Co.Ltd(002928) 000 0.18%
Restricted shares before IPO: 828 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 9.80% 0828 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 9.86%
2、 Tradable shares with unlimited conditions 8296052749.90% 08296052749.96%
3、 Total share capital 166248527100.00% - 195200166053327100.00%
According to the capital stock structure of Shenzhen Securities Co., Ltd. as of December 2022, the capital stock of the company is 482 shares, which is issued by Shenzhen Securities Co., Ltd; The share capital structure after the completion of this repurchase and cancellation shall be subject to the final result issued by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch
4、 Capital reduction of this repurchase cancellation
The repurchase and cancellation of some restricted shares will reduce the registered capital of the company by 19520000 yuan. After the completion of the repurchase and cancellation, the company will perform the capital reduction procedures such as amending the articles of association and industrial and commercial change registration according to law.
5、 Impact on the company
This repurchase cancellation will not affect the implementation of this incentive plan, nor will it have a significant impact on the company's financial status and operating performance, nor will it affect the enthusiasm and stability of the company's management team. The management team of the company will continue to be diligent and conscientious, earnestly perform their duties and try their best to create value for shareholders.
6、 Review procedures and special opinions
(I) deliberation procedures of the board of directors
On March 10, 2022, the company held the 23rd Meeting of the second board of directors and approved the proposal on repurchase and cancellation of some equity incentive restricted shares granted but not lifted. The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, And approved by more than two-thirds (including) of the total number of effective voting shares held by non affiliated shareholders attending the general meeting of shareholders.
(II) opinions of independent directors
After verification, the independent directors of the company believe that the repurchase and cancellation of some restricted shares complies with the relevant provisions of the measures for the administration of equity incentives of listed companies, the company's 2021 restricted stock incentive plan (Draft), the measures for the administration of the implementation and assessment of the 2021 restricted stock incentive plan and other relevant provisions, and does not damage the rights and interests of the company and all shareholders, It will not have a material impact on the company's financial situation and operating results, nor will it affect the diligence of the company's management team.
Therefore, the independent directors unanimously agreed to cancel part of the equity incentive restricted shares granted but not lifted in this repurchase, and submit the matter to the 2021 annual general meeting for deliberation.
(III) opinions of the board of supervisors
In accordance with the measures for the administration of equity incentive of listed companies, the 2021 restricted stock incentive plan (Draft), the measures for the administration of the implementation and assessment of the 2021 restricted stock incentive plan and other relevant provisions, the board of supervisors reviewed the assessment conditions and the corresponding number of restricted shares in the first lifting period of the incentive plan, and the board of supervisors agreed that the company should, in accordance with the relevant provisions of the incentive plan, Repurchase 195200 shares of equity incentive restricted shares held by the incentive object that have been granted but have not been lifted at the grant price, and go through the cancellation procedures. (IV) lawyer's opinion
The lawyer of Guohao law firm (Shenzhen) believes that as of the date of issuance of this legal opinion, the company's repurchase cancellation has obtained the necessary approval and authorization at this stage, and needs to be submitted to the general meeting of shareholders for special deliberation and approval; The reason, quantity, price and capital source of the company's repurchase cancellation are in line with the provisions of the company law, the securities law, the administrative measures and other laws, regulations and normative documents, as well as the articles of association and the 2021 restricted stock incentive plan (Draft). The company still needs to continue to perform the corresponding information disclosure obligations on the repurchase cancellation, and go through the relevant procedures of capital reduction and share cancellation registration in accordance with the relevant provisions of the company law and other laws and regulations.
7、 Documents for future reference
(I) resolutions of the 23rd Meeting of the second board of directors;
(II) resolutions of the 20th meeting of the second board of supervisors;
(III) independent opinions of independent directors on matters related to the 23rd Meeting of the second board of directors; (IV) legal opinion of Guohao law firm (Shenzhen) on Hvsen Biotechnology Co.Ltd(300871) repurchasing and cancelling part of the equity incentive restricted shares granted but not lifted.
It is hereby announced.
Hvsen Biotechnology Co.Ltd(300871) board of directors March 11, 2022
