Securities code: Apt Medical Inc(688617) securities abbreviation: Apt Medical Inc(688617) Announcement No.: 2022019 Apt Medical Inc(688617)
Announcement of resolutions of the 17th meeting of the first board of directors
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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Apt Medical Inc(688617) (hereinafter referred to as “the company”) the 17th meeting of the first board of directors was held on April 12, 2022 by means of on-site combined communication. There were 7 directors who should attend the meeting, and 7 directors actually attended, accounting for 100% of the number of directors who should attend. The convening and convening procedures of this board meeting comply with the articles of association and relevant laws and regulations. After deliberation and voting by the directors present at the meeting, the meeting formed the following resolutions:
1、 The proposal on adjusting the first grant price of the restricted stock incentive plan in 2021 was deliberated and adopted
The adjustment of the first grant price of this incentive plan by the company complies with the relevant laws and regulations such as the measures for the administration of equity incentive of listed companies and the relevant provisions of Apt Medical Inc(688617) 2021 restricted stock incentive plan (Draft). This adjustment will not have a material impact on the company’s financial position and operating results.
It is agreed that the company will adjust the first grant price of this incentive plan. The grant price of the object of class a incentive plan is adjusted from 204.78 yuan / share to 204.28 yuan / share, and the grant price of the object of class B incentive plan is adjusted from 184.30 yuan / share to 183.80 yuan / share.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Apt Medical Inc(688617) on adjusting the first grant price of restricted stock incentive plan in 2021.
Voting results: 4 in favor, 0 against and 0 abstention.
Related directors Cheng Zhenghui, Dai Zhenhua and Xu Yiqing avoided voting.
This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
2、 The proposal on granting reserved restricted shares to incentive objects was deliberated and adopted
According to the provisions on the granting conditions of restricted shares in the Apt Medical Inc(688617) 2021 restricted stock incentive plan (Draft), the incentive object shall meet the following conditions at the same time: (I) the company has not been under any of the following circumstances:
1. The financial accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
2. The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by the certified public accountant;
3. failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
4. Equity incentive is prohibited by laws and regulations;
5. Other circumstances recognized by the CSRC.
(II) the incentive object does not have any of the following situations:
1. Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
2. Being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
3. being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
4. Having the circumstances that the company law stipulates that he is not allowed to be a senior manager of the company;
5. Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
6. Other circumstances recognized by the CSRC.
After careful verification, the board of directors of the company has determined that neither the company nor the incentive object has any of the above circumstances, and there are no other circumstances that cannot be granted or become the incentive object. It is considered that the reserved part of the incentive plan is granted
The conditions have been fulfilled, and it is agreed that the company will grant 221500 restricted shares to 149 eligible incentive objects (including 26 objects of class a incentive plan and 131 objects of class B incentive plan (including 8 persons of class a plan)) on April 12, 2022; Among them, 125000 restricted shares are granted to class a incentive objects at a price of 204.28 yuan / share; 96500 restricted shares were granted to class B incentive objects at a price of RMB 183.80 per share.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Apt Medical Inc(688617) on granting reserved restricted shares to incentive objects. Voting results: 6 in favor, 0 against and 0 abstention.
Xu Yiqing, a related director, avoided voting.
This proposal does not need to be submitted to the general meeting of shareholders of the company for deliberation.
It is hereby announced.
Apt Medical Inc(688617) board of directors April 13, 2022
