Securities code: Apt Medical Inc(688617) securities abbreviation: Apt Medical Inc(688617) Announcement No.: 2022022 Apt Medical Inc(688617)
Announcement on granting reserved restricted shares to incentive objects
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. Important content tips:
Reserved partial restricted stock grant date: April 12, 2022
Number of reserved restricted shares: 221500 shares, accounting for 0.33% of the current total share capital of 66.67 million shares
Equity incentive method: the second type of restricted stock
The reserved granting conditions of restricted shares stipulated in Apt Medical Inc(688617) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)” or “this incentive plan”) have been fulfilled. According to the authorization of Apt Medical Inc(688617) (hereinafter referred to as “the company”) at the first extraordinary general meeting of shareholders in 2021, the company held the 17th meeting of the first board of directors on April 12, 2022 At the 15th meeting of the first session of the board of supervisors, the proposal on granting reserved restricted shares to incentive objects was deliberated and adopted. It was determined that April 12, 2022 was the grant date of reserved restricted shares, and 221500 reserved restricted shares were granted to 149 eligible incentive objects, of which 125000 reserved restricted shares were granted to class a incentive objects, with the grant price of RMB 204.28 per share, 26 persons are awarded; The reserved 96500 restricted shares are granted to class B incentive objects at the grant price of RMB 183.80/share, and the granted objects are 131 people (including 8 people in class a plan). 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.
1、 Restricted stock grants
(I) approval procedures and information disclosure of this restricted stock grant
1. 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. 2. On April 6, 2021, the company held the 9th meeting of the first board of supervisors, which deliberated and adopted 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 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).
3. 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.
4. From April 7, 2021 to April 16, 2021, the company publicized 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. 5. 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.
6. 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.
7. 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.
(II) differences between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders
In view of the completion of the company’s annual equity distribution in 2020, the board of directors adjusted the first grant price of restricted shares of the incentive plan accordingly according to the authorization of the first extraordinary general meeting in 2021. After this adjustment, the first grant price of the objects of class a incentive plan was adjusted from 204.78 yuan / share to 204.28 yuan / share, and the first grant price of the objects of class B incentive plan was adjusted from 184.30 yuan / share to 183.80 yuan / share.
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.
(III) explanation of the board of directors on meeting the grant conditions, and clear opinions issued by the independent directors and the board of supervisors 1 Relevant explanations of the board of directors on whether the reserved part of this grant meets the conditions
According to the provisions on the granting conditions of restricted shares in the incentive plan (Draft), the incentive object shall meet the following conditions at the same time:
(1) The company is not under any of the following circumstances:
① The financial and 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 a certified public accountant;
③ Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
④ Equity incentive is not allowed according to laws and regulations;
⑤ Other circumstances recognized by the CSRC.
(2) 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 In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
③ Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
④ Having the circumstances that the company law of the people’s Republic of China (hereinafter referred to as the “company law”) stipulates that he shall not serve as a director or 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 conditions for granting this incentive plan have been met.
2. Relevant explanations of the board of supervisors on whether the grant of the reserved part meets the conditions
Where the implementation of the equity incentive plan is prohibited by laws, regulations and normative documents, the company has the subject qualification to implement the equity incentive plan; The incentive objects granted in the reserved part of the incentive plan have the job qualifications specified in the company law, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and other laws, regulations and normative documents, and meet the incentive object conditions specified in the administrative measures and the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules”), It complies with the scope of incentive objects specified in the company’s incentive plan (Draft) and its summary, and its subject qualification as part of the incentive objects reserved and granted by the company’s restricted stock incentive plan in 2021 is legal and effective.
(2) The company determined that the grant date of the reserved part of the incentive plan complies with the relevant provisions on the grant date in the management measures and the incentive plan (Draft) and its abstract. Therefore, the board of supervisors agreed to set April 12, 2022 as the reserved partial grant date of the restricted stock incentive plan in 2021, and grant 221500 reserved restricted shares to 149 eligible incentive objects, including 125000 reserved restricted shares to class a incentive objects, with the grant price of 204.28 yuan / share and 26 grant objects; The reserved 96500 restricted shares are granted to class B incentive objects at the grant price of RMB 183.80/share, and the granted objects are 131 people (including 8 people in class a plan).
3. Relevant explanations of independent directors on whether the grant meets the conditions
(1) According to the authorization of the company’s first extraordinary general meeting in 2021, the board of directors determined that the grant date of the reserved part of the company’s incentive plan is April 12, 2022, which complies with the relevant provisions on the grant date in the management measures and other laws, regulations and normative documents as well as the company’s incentive plan (Draft). (2) It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
(3) The qualification of incentive objects in the draft incentive plan and the articles of association of the company are in line with the provisions of the incentive plan of the company, and the qualification of incentive objects in the draft incentive plan and the management rules of the company are in line with the provisions of the company law, As the reserved part of the company’s restricted stock incentive plan in 2021, its subject qualification granted to incentive objects is legal and effective.
(4) The company’s implementation of this incentive plan is conducive to further improve the corporate governance structure, establish and improve the company’s incentive and restraint mechanism, enhance the company’s employees’ sense of responsibility and mission for the sustainable and healthy development of the company, and is conducive to the sustainable development of the company without damaging the interests of the company and all shareholders.
(5) When the board of directors of the company deliberated on the relevant proposals, the related directors have avoided voting on the relevant proposals in accordance with the relevant provisions of the company law, the securities law, the management measures, the articles of association and other laws, regulations and normative documents, which are deliberated and voted by the non related directors. The deliberation and decision-making procedures of this matter are legal and compliant.
(6) The company has no plans or arrangements to provide loans, guarantees or other forms of financial assistance to incentive objects.
To sum up, the independent directors of the company believe that the reserved part of the company’s incentive plan has been granted. They unanimously agree that the reserved part of the company’s 2021 restricted stock incentive plan is granted to the incentive objects, and the grant date of the restricted shares granted to the incentive objects is April 12, 2022, and agree to grant the reserved 221500 restricted shares to the 149 incentive objects who meet the conditions, of which, Grant 125000 reserved restricted shares to class a incentive objects at a price of 204.28 yuan / share to 26 people; The reserved 96500 restricted shares are granted to class B incentive objects at the grant price of RMB 183.80/share, and the granted objects are 131 people (including 8 people in class a plan).
(IV) specific conditions of this grant
1. Grant date: April 12, 2022.
2. Number of granted shares: 221500 shares, accounting for 0.33% of the current total share capital of the company of 66.67 million shares.
3. Number of awarders: 149, including 26 Awardees of class a incentive plan and 131 Awardees of class B incentive plan (including 8 in class a plan).
4. Grant price: according to the relevant provisions on the grant price in the company’s incentive plan (Draft), the determination method of the grant price of some restricted shares reserved in the incentive plan is as follows:
The grant price of some restricted shares reserved for class a incentive plan shall not be lower than the first grant price of class a plan, and shall not be lower than the higher of the following prices:
