Securities code: Shandong Lukang Pharmaceutical Co.Ltd(600789) securities abbreviation: Shandong Lukang Pharmaceutical Co.Ltd(600789) Announcement No.: 2022015 Shandong Lukang Pharmaceutical Co.Ltd(600789)
About 2019 stock option incentive plan
Announcement of independent exercise results and share changes in the first quarter of 2022
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:
● number of stock options exercised this time: Shandong Lukang Pharmaceutical Co.Ltd(600789) (hereinafter referred to as “the company”) the number of stock options exercisable during the first exercise period of 2019 stock option incentive plan (hereinafter referred to as “the equity incentive plan”) is 8731200, and the exercise validity period is from September 27, 2021 to September 26, 2022. The exercise method is independent exercise. From January 1, 2022 to March 31, 2022 (excluding the exercise window period), 1034727 shares were exercised and registered for share transfer, accounting for 11.85% of the number of exercisable stock options in the first exercise period; As of March 31, 2022, 1404042 shares have been exercised and registered, accounting for 16.08% of the total exercisable stock options in the first exercise period. ● listing and circulation time of the exercise shares: the equity incentive plan adopts the independent exercise mode, and the shares obtained from the exercise of the incentive object are listed and traded on the second trading day (T + 2) after the exercise day (t day).
1、 Decision making procedures and relevant information disclosure of this stock option exercise
1. On August 28, 2019, the 10th meeting of the ninth board of directors of the company deliberated and approved the proposal on the company’s 2019 stock option incentive plan (Draft) and summary, the proposal on the measures for the implementation and assessment of the company’s 2019 stock option incentive plan, and the proposal on submitting the shareholders’ meeting to authorize the board of directors to handle matters related to the 2019 stock option incentive plan. The independent directors of the company have expressed independent opinions on matters related to the equity incentive plan of the company.
2. On August 28, 2019, the 10th meeting of the ninth board of supervisors of the company deliberated and approved the proposal on the company’s 2019 stock option incentive plan (Draft) and summary, the proposal on the measures for the implementation and assessment of the company’s 2019 stock option incentive plan, and the list of incentive objects of the company’s 2019 stock option incentive plan.
3. From August 30, 2019 to September 9, 2019, the company publicized the list of incentive objects of the incentive plan through the company’s information bulletin board. After the expiration of the publicity period, the board of supervisors checked the list of incentive objects of the incentive plan and explained the publicity.
4. On September 10, 2019, the company received the reply on Shandong Lukang Pharmaceutical Co.Ltd(600789) implementing equity incentive from Hualu Holding Group Co., Ltd. (Hualu holding Fa [2019] No. 98), and agreed in principle that the company implement the incentive plan in accordance with relevant regulations.
5. On September 27, 2019, the company held the first extraordinary general meeting of shareholders in 2019, deliberated and approved the proposal on the company’s 2019 stock option incentive plan (Draft) and summary, the proposal on the measures for the implementation and assessment of the company’s 2019 stock option incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2019 stock option incentive plan.
6. On September 27, 2019, the company held the 11th (Interim) meeting of the 9th board of directors and the 11th (Interim) meeting of the 9th board of supervisors to review and approve the proposal on granting stock options to incentive objects of 2019 stock option incentive plan. The independent directors of the company have expressed independent opinions on the granting of the incentive plan, and believe that the subject qualification of the incentive object is legal and effective, and the determined granting date meets the relevant provisions.
7. On October 31, 2019, the company completed the grant registration of stock option incentive plan and granted 26.26 million stock options to 262 incentive objects. Name of stock option: Shandong Lukang Pharmaceutical Co.Ltd(600789) option, stock option code (three exercise periods): 000 Shenzhen Capstone Industrial Co.Ltd(000038) 5, 000 Shenzhen Capstone Industrial Co.Ltd(000038) 6, 000 Shenzhen Capstone Industrial Co.Ltd(000038) 7.
8. On September 6, 2021, the company held the third (Interim) meeting of the 10th board of directors and the third (Interim) meeting of the 10th board of supervisors, which deliberated and approved the proposal on adjusting the exercise price, list of incentive objects and number of options granted in 2019 stock option incentive plan and canceling the installment rights of the Department, and the proposal on the achievement of exercise conditions in the first exercise period of the company’s 2019 stock option incentive plan. According to the authorization of the company’s first extraordinary general meeting in 2019, the board of directors agreed to adjust the number of incentive objects of the company’s stock option incentive plan from 262 to 254, and the number of stock options granted but not exercised from 26.26 million to 25.68 million; The exercise price is adjusted from 6.85 yuan / share to 6.75 yuan / share; According to the relevant provisions of the 2019 stock option incentive plan (Draft), the exercise conditions of stock options in the first exercise period have been met, and the number of stock options exercisable by 254 incentive objects in the first exercise period (from September 28, 2021 to September 27, 2022) is 8.7312 million. The board of supervisors checked the subject qualification and list of incentive objects, and the independent directors expressed independent opinions on relevant matters.
2、 Basic information of the exercise of the equity incentive plan
(I) exercise of rights
Cumulative row of exercisable rights
Number of shares in the third quarter of 2022 up to 2022
(in case of a quarter, the cumulative total exercise amount on the 31st of the month)
Serial number name position number of rights exercise total amount of rights (one hundred of ten thousand)
(10000 shares) share ratio
（%）
1、 Directors and senior management
1 Chairman Peng Xin 29.24 0
2 Dong Kun, general manager 15.30
3 Zhang Jie, deputy secretary of the Party committee 17.34 0
4 Liu Songqiang, deputy general manager 18.36 0
5 Zhao Wei, deputy general manager 17.34 0
6 Wang Aiyu, deputy general manager 17.34 0
7 Cao Haifeng, deputy general manager (New)
(hired)
8 he Defeng, deputy general manager (New)
(hired)
9 Cui Xiaohui, Secretary of Discipline Inspection Commission 15.30
10 Li Li financial principal 19.38 0
11 Tian Lixin, Secretary of the board of directors 14.28 0
12 Dong Jiande’s general counsel 13.26 0
Subtotal of directors and senior management 190.74 0
2、 Other incentive objects
Subtotal of other incentive objects 682.38 1034727140404220.58
Total 873.12 1034727140404216.08
(II) source of shares in this equity incentive plan
The company issues RMB common shares (A shares) to the incentive objects.
(III) number of persons exercising rights in this equity incentive plan
The number of exercisable persons in the first exercise period of the equity incentive plan is 254. As of December 31, 2021, a total of 113 persons have exercised and completed registration.
3、 Listing and circulation arrangement of exercise shares and changes in share capital structure of this equity incentive plan
(I) listing and circulation date of the exercise shares
The equity incentive plan adopts the mode of independent exercise, and the shares obtained by the incentive object from exercise will be listed and traded on the second trading day (T + 2 day) after the exercise day (t day).
(II) the number of shares listed and circulated in this exercise
In this equity incentive plan, the number of exercise shares listed and circulated in the first quarter of 2022 is 1034727.
(III) locking and transfer restrictions on the exercise shares of directors and senior executives
As of March 31, 2022, no directors and senior managers have participated in the exercise of the company’s 2019 stock option incentive plan in the first exercise period. The directors and senior managers who subsequently participate in the exercise of rights and the transfer of new shares shall comply with the relevant provisions of the CSRC and the Shanghai Stock Exchange.
(IV) changes in share capital structure of this exercise
Category before the current change (as of the current change amount after the current change)
(December 31, 2021)
Shares (shares) with limited sales conditions 0
Shares (shares) with unlimited sales conditions 8805990501034727881633777
Total share capital (shares): 8805990501034727881633777
The above changes in share capital did not result in changes in the actual controller of the company.
4、 Share registration and use plan of raised funds
As of March 31, 2022, in the first exercise period of this equity incentive plan, 1404042 shares have been transferred and registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. through independent exercise, raising a total of 947728350 yuan. The raised funds will be used to supplement the company’s working capital.
5、 Impact of new shares after this exercise on the latest financial report
After this exercise, the total share capital of the company was changed from 880599050 shares to 881633777 shares, which had no significant impact on the financial status and operating results of the company. It is hereby announced.
Shandong Lukang Pharmaceutical Co.Ltd(600789) board of directors April 2, 2022
