Securities code: Apt Medical Inc(688617) securities abbreviation: Apt Medical Inc(688617) Announcement No.: 2022021 Apt Medical Inc(688617)
Announcement on adjusting the first grant price of the restricted stock incentive plan in 2021
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”) held the 17th meeting of the first board of directors and the 15th meeting of the first board of supervisors on April 12, 2022, deliberated and adopted the proposal on adjusting the first grant price of the restricted stock incentive plan in 2021, Agree to adjust the first grant price of the incentive plan according to the relevant provisions of Apt Medical Inc(688617) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)” or “this incentive plan”) and its summary and the authorization of the company’s first extraordinary general meeting in 2021. The grant price of the object of class a incentive plan is adjusted from 204.78 yuan / share to 204.28 yuan / share, The grant price of class B incentive plan is adjusted from 184.30 yuan / share to 183.80 yuan / share.
1、 The decision-making procedures and information disclosure of this restricted stock grant
(I) on April 6, 2021, the company held the 11th meeting of the first board of directors, The meeting deliberated and approved the proposal on Apt Medical Inc(688617) 2021 restricted stock incentive plan (Draft) and its summary, the proposal on Apt Medical Inc(688617) 2021 restricted stock incentive plan implementation assessment management measures “, and the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors or authorized persons of the board of directors to handle matters related to equity incentive. The independent directors of the company expressed independent opinions.
(II) on April 6, 2021, the company held the ninth meeting of the first board of supervisors, which deliberated and approved the proposal on Apt Medical Inc(688617) 2021 restricted stock incentive plan (Draft) measures for the implementation and assessment of incentive plan, and the proposal on verifying the list of incentive objects of Apt Medical Inc(688617) 2021 restricted stock incentive plan, And issued the verification opinions on the 2021 restricted stock incentive plan (Draft).
(III) on April 7, 2021, the company disclosed the notice of Apt Medical Inc(688617) on convening the first extraordinary general meeting of shareholders in 2021 and the announcement of Apt Medical Inc(688617) on public solicitation of entrusted voting rights by independent directors. As the soliciter, Mr. Xiao Yuefeng, an independent director, solicited voting rights from all shareholders of the company on the proposals related to equity incentive considered at the first extraordinary general meeting of shareholders in 2021 to be held on April 23, 2021.
(IV) from April 7, 2021 to April 16, 2021, the company will publicize the names and positions of the list of incentive objects to be granted within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the proposed incentive objects of the incentive plan. On April 17, 2021, the board of supervisors of the company issued the review opinions and publicity statement of the board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2021.
(V) on April 23, 2021, the company held the first extraordinary general meeting of shareholders in 2021, The proposal on Apt Medical Inc(688617) 2021 restricted stock incentive plan (Draft) and its summary, the proposal on Apt Medical Inc(688617) 2021 restricted stock incentive plan implementation assessment management measures “, and the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors or authorized persons of the board of directors to handle matters related to equity incentive were reviewed and adopted, It also disclosed the self inspection report on the trading of the company’s shares by insiders of the company’s restricted stock incentive plan in 2021. (VI) on April 26, 2021, the company held the 12th meeting of the first board of directors and the 10th meeting of the first board of supervisors, deliberated and adopted the proposal on granting restricted shares to the incentive objects of the 2021 restricted stock incentive plan for the first time. The board of directors and the board of supervisors consider that the conditions for the first grant of this incentive plan have been met, and agree to grant 928500 restricted shares to 302 incentive objects (including 34 in class a incentive plan and 302 in class B incentive plan (including 34 in class a plan)) on April 26, 2021; Among them, 500000 restricted shares are granted to class a incentive objects at a price of 204.78 yuan / share; 428500 restricted shares were granted to class B incentive objects at a price of RMB 184.30 per share. The independent directors of the company expressed their independent opinions on the matter. The board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
(VII) on April 12, 2022, the company held the 17th meeting of the first board of directors and the 15th meeting of the first board of supervisors, deliberated and adopted the proposal on adjusting the first grant price of the restricted stock incentive plan in 2021 and the proposal on granting reserved restricted shares to incentive objects. The independent directors of the company expressed their independent opinions on the matter. The board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
2、 Main contents of this adjustment
(I) reasons for adjustment
The company held the 2020 annual general meeting of shareholders on May 18, 2021, deliberated and passed the proposal on the company’s profit distribution plan in 2020. The company distributed cash dividends of RMB 5.00 (including tax) to all shareholders based on the total share capital on the registration date of dividend and dividend rights in 2020. The company disclosed the announcement on the implementation of Apt Medical Inc(688617) 2020 annual equity distribution on May 31, 2021. The equity registration date is June 3, 2021, and the ex right and ex interest date is June 4, 2021. Considering that the above profit distribution plan has been implemented, according to the relevant provisions of the company’s incentive plan (Draft) and its summary, if the company converts capital reserve into share capital, distributes share dividends, splits or shrinks shares, distributes shares, pays dividends and other matters from the date of announcement of the draft incentive plan to the date when the incentive object completes the ownership of restricted shares, The grant price of restricted shares and the number of rights and interests will be adjusted accordingly in accordance with the relevant provisions of this incentive plan.
(II) adjustment results
According to the provisions of the company’s incentive plan (Draft), the adjustment method of the grant price is as follows: P = P ₀ – V, where p ₀ is the grant price before adjustment; V is the dividend per share; P is the adjusted grant price. After the dividend adjustment, P must still be greater than 1.
According to the above formula, in 2021, the first grant price of the objects of restricted stock incentive plan a was adjusted from 204.78 yuan / share to 204.28 yuan / share, and the first grant price of the objects of incentive plan B was adjusted from 184.30 yuan / share to 183.80 yuan / share.
3、 Differences between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders
In addition to the above adjustments, other contents of the incentive plan are consistent with those of the incentive plan approved at the first extraordinary general meeting of the company in 2021.
4、 Impact of this adjustment on the company
The adjustment of the first grant price of this incentive plan by the company complies with the relevant laws and regulations such as the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the relevant provisions of the incentive plan (Draft). This adjustment will not have a material impact on the company’s financial position and operating results.
5、 Opinions of independent directors
The independent directors believe that after verification, the adjustment of the first grant price of the incentive plan by the company complies with the relevant laws, regulations and normative documents such as the management measures and the relevant provisions of the Apt Medical Inc(688617) articles of association and the incentive plan (Draft), and the board of directors has obtained the authorization of the general meeting of shareholders. The adjustment procedure is legal and compliant, and there is no damage to the interests of the company and all shareholders. Therefore, the independent board of directors of the company unanimously agreed that the company would adjust the first grant price of the incentive plan accordingly.
6、 Opinions of the board of supervisors
The board of supervisors held that: in view of the completion of the annual equity distribution of the company in 2020, the board of directors of the company adjusted the first grant price of the incentive plan according to the authorization of the first extraordinary general meeting of shareholders in 2021, the deliberation procedure was legal and compliant, in line with the relevant laws, regulations, normative documents such as the management measures and the relevant provisions of the incentive plan (Draft), and there was no situation that would damage the interests of the company and all shareholders. Therefore, the board of supervisors of the company unanimously agreed that the company would adjust the first grant price of the incentive plan accordingly.
7、 Concluding observations of legal opinions
Beijing Jiayuan law firm believes that the grant price adjustment has obtained the necessary approval and authorization, and complies with the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the administrative measures, the Listing Rules of the Shanghai Stock Exchange on the Kechuang board, the self discipline supervision guide No. 4 for listed companies on the Kechuang board – disclosure of equity incentive information and the incentive plan (Draft); The price adjustment of this grant complies with the relevant provisions of the administrative measures, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the incentive plan (Draft); The information disclosure obligations performed by the company on the matters related to the price adjustment of this grant comply with the relevant provisions of the securities law of the people’s Republic of China, the administrative measures, the Listing Rules of the Shanghai Stock Exchange on the Kechuang board, and the self regulatory guide No. 4 for listed companies on the Kechuang board – disclosure of equity incentive information. With the progress of the incentive plan, the company still needs to continue to perform the corresponding information disclosure obligations in accordance with the relevant provisions of laws, administrative regulations and normative documents.
8、 Online announcement attachment
(I) independent opinions of Apt Medical Inc(688617) independent directors on relevant proposals of the 17th meeting of the first board of directors;
(II) legal opinion of Beijing Jiayuan law firm on matters related to the adjustment of the grant price of Apt Medical Inc(688617) 2021 restricted stock incentive plan and the grant of reserved parts. It is hereby announced.
Apt Medical Inc(688617) board of directors April 13, 2022
