Securities code: 002793 stock abbreviation: Luoxin Pharmaceuticals Group Stock Co.Ltd(002793) Announcement No.: 2021-082 Luoxin Pharmaceuticals Group Stock Co.Ltd(002793)
Announcement on the completion of repurchase and cancellation of some restricted shares
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.
Special tips:
1. A total of 266665 restricted shares were repurchased and cancelled, accounting for 3.21% of the restricted shares granted for the first time in the incentive plan, 0.02% of the total share capital before repurchase and cancellation, and the repurchase price was 8.53 yuan / share, involving 3 restricted stock incentive objects; After the cancellation, the number of incentive objects granted restricted shares was adjusted from 30 to 27, the number of restricted shares granted for the first time was adjusted from 5033320 shares to 4766655 shares, and the total share capital of the company was changed from 1463955920 shares to 1463689255 shares.
2. The company completed the repurchase and cancellation of restricted shares in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on December 30, 2021.
1、 Overview of this equity incentive plan
1. On September 6, 2020, the sixth meeting of the Fourth Board of directors of the company deliberated and adopted the
<股票期权与限制性股票激励计划（草案）>
And its abstract
<2020年股票期权与限制性股票激励计划实施考核管理办法>
The proposal on submitting to the general meeting of shareholders to authorize the board of directors to fully handle matters related to equity incentive and the proposal on convening the third extraordinary general meeting of shareholders in 2020 were reviewed and adopted at the fifth meeting of the Fourth Board of supervisors of the company
<股票期权与限制性股票激励计划（草案）>
And its abstract
<2020年股票期权与限制性股票激励计划实施考核管理办法>
Proposal on verifying the list of incentive objects first granted by the company’s 2020 stock option and restricted stock incentive plan. The independent directors of the company expressed independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any situation damaging the interests of the company and all shareholders. The company has publicized the list of incentive objects within the company. After the expiration of the publicity period, the board of supervisors checked the list of incentive objects granted by the incentive plan and explained the publicity.
2. On September 22, 2020, the third extraordinary general meeting of the company in 2020 deliberated and adopted the
<股票期权与限制性股票激励计划（草案）>
And its abstract
<2020 年股票期权与限制性股票激励计划实施考核管理办法>
Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The company’s implementation of stock option and restricted stock incentive plan is approved, and the board of directors is authorized to determine the authorization date / grant date, grant stock options and restricted shares to incentive objects when incentive objects meet the conditions, and handle all matters necessary for grant.
3. On September 22, 2020, the seventh meeting of the Fourth Board of directors and the sixth meeting of the Fourth Board of supervisors deliberated and adopted the proposal on granting stock options and restricted shares to incentive objects for the first time. The independent directors of the company expressed their independent opinions on this and believed that the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions.
4. On November 16, 2020, the company completed the first grant registration of 2020 stock option and restricted stock incentive plan, and granted 18500000 stock options to three incentive objects; 830000 restricted shares were granted to 33 incentive objects, which were listed on November 18, 2020. The total share capital of the company increased from 1458922600 shares to 1467222600 shares.
5. On May 28, 2021, the 11th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors deliberated and adopted the proposal on cancellation of some stock options and repurchase and cancellation of some restricted shares. The independent directors of the company expressed independent opinions on this. The board of supervisors issued verification opinions on the above proposals. 6. On June 16, 2021, the first extraordinary general meeting of the company in 2021 deliberated and approved the proposal on canceling some stock options and repurchasing and canceling some restricted shares. On the same day, the company issued the announcement on repurchasing and canceling restricted shares, reducing registered capital and notifying creditors.
7. On August 16, 2021, the company completed the cancellation of 6166668 stock options granted but not yet approved to exercise and the repurchase cancellation of 3266680 restricted shares granted but not yet lifted in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. After the above cancellation, the number of stock options granted by the company was adjusted from 18500000 to 12333332, and the number of restricted shares granted was adjusted from 8300000 to 5033320.
8. On October 19, 2021, the 17th meeting of the 4th board of directors and the 13th meeting of the 4th board of supervisors deliberated and adopted the proposal on repurchase and cancellation of some restricted shares (i.e. the proposal on repurchase and cancellation of some restricted shares this time). The independent directors of the company expressed independent opinions on this. The board of supervisors issued verification opinions on the above proposals.
9. On November 4, 2021, the third extraordinary general meeting of the company in 2021 deliberated and approved the proposal on repurchase and cancellation of some restricted shares (i.e. the proposal on repurchase and cancellation of some restricted shares this time). On the same day, the company issued the announcement on repurchase and cancellation of restricted shares, reduction of registered capital and notification to creditors.
10. On December 30, 2021, the company completed the repurchase and cancellation of 266665 restricted shares granted but not lifted in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. After the above cancellation, the number of restricted shares granted by the company was adjusted from 5033320 shares to 4766655 shares.
2、 The reason, quantity and price of the repurchase and cancellation of restricted shares
1. Reasons for repurchase cancellation
According to the Luoxin Pharmaceuticals Group Stock Co.Ltd(002793) stock option and restricted stock incentive plan (Draft) (hereinafter referred to as “stock option and restricted stock incentive plan (Draft)”), Ding Hua, Ding Xu and Guo Hongxing, the incentive objects granted restricted stock, have resigned from the company and do not meet the qualification conditions of incentive objects, The board of directors of the company decided to repurchase and cancel the restricted shares granted but not lifted in the second and third restricted periods.
2. Quantity, price and capital source of repurchase cancellation
266665 restricted shares should be repurchased and cancelled this time, accounting for 3.21% of the restricted shares granted for the first time in this incentive plan and 0.02% of the total share capital before repurchasing and cancellation. After the cancellation, the number of incentive objects granted restricted shares was adjusted from 30 to 27, and the number of restricted shares granted for the first time was adjusted from 5033320 shares to 4766655 shares. According to the stock option and restricted stock incentive plan (Draft), if the company repurchases or cancels restricted shares according to the incentive plan, unless otherwise agreed in the incentive plan, the repurchase price is the grant price.
The profit distribution plan of the company in 2020 is to distribute cash dividends of RMB 0.50 (including tax) to ordinary shareholders for every 10 shares, without bonus shares and no conversion of provident fund into share capital. When the company implements the above cash dividends, for the incentive objects granted with restricted shares, the cash dividends that should be obtained from the restricted shares granted shall be collected by the company on behalf of the incentive objects, and shall be returned to the incentive objects when the restricted shares are lifted; If the restricted shares cannot be lifted, the cash dividends will be recovered by the company; Therefore, the company’s 2020 profit distribution plan does not need to adjust the restricted stock repurchase price. The repurchase price of the restricted shares cancelled in this repurchase is the grant price of 8.53 yuan / share, and the repurchase price is the company’s own funds.
3、 Completion of the repurchase and cancellation of restricted shares
The capital reduction of the repurchase and cancellation of restricted shares was verified by the capital verification report no. 6-115 [2021] issued by Tianjian Certified Public Accountants (special general partnership). Upon review and confirmation by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, the company has completed the above-mentioned repurchase and cancellation of restricted shares on December 30, 2021, which is in line with relevant provisions of laws, administrative regulations, departmental rules, normative documents, articles of association, stock option and restricted stock incentive plan (Draft), etc.
4、 Changes in share capital structure
After the repurchase and cancellation of some restricted shares, the total share capital of the company was changed from 1463955920 shares to 1463689255 shares. The changes in the capital structure of the company are as follows:
Before and after this change
Share quality (share)
Proportion of quantity (shares) (%) proportion of quantity (shares) (%)
1、 Shares with limited sales conditions 108164716073.89-269702108137745873.88
Executive locking shares 11422190.08-30371391820.08
Locking shares after the first round 107547162173.46-107547162173.48
Equity incentive restricted shares 50333200.34-26666547666550.33
2、 Shares with unlimited sales conditions 38230876026.11303738231179726.12
3、 Total number of shares 1463955920100.00-2666651463689255100.00
Note: 1. If there is any difference in the mantissa between the sum of total and each detailed number, it is caused by rounding.
2. The repurchase and cancellation of restricted shares of shares with limited sales conditions resulted in the reduction of 266665 shares of equity incentive restricted shares, and 3037 shares of senior executives’ locked shares due to the expiration of the lock-in of shares held by outgoing senior executives.
5、 The impact of the cancellation of some restricted shares in this repurchase on the company
The repurchase and cancellation of some restricted shares will not have a material impact on the company’s financial status and operating results, nor will it affect the diligence of the company’s management team. The company’s management team will continue to earnestly perform their duties and create value for shareholders.
It is hereby announced.
Luoxin Pharmaceuticals Group Stock Co.Ltd(002793) board of directors December 31, 2021
