Securities code: Yifan Pharmaceutical Co.Ltd(002019) securities abbreviation: Yifan Pharmaceutical Co.Ltd(002019) Announcement No.: 2022032 Yifan Pharmaceutical Co.Ltd(002019)
Announcement on repurchase and cancellation of some restricted shares in 2019 restricted stock incentive plan
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.
Yifan Pharmaceutical Co.Ltd(002019) (hereinafter referred to as “the company”) held the 23rd Meeting of the 7th board of directors and the 22nd Meeting of the 7th board of supervisors on April 11, 2022, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan. (1) because some three incentive objects granted by the company’s 2019 restricted stock incentive plan for the first time have resigned, they do not meet the incentive conditions, The restricted shares of the company that have been granted but have not been cancelled; (2) Since the company’s performance did not meet the performance assessment conditions for the third lifting of the restriction period in the 2019 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”), according to the provisions of the company’s incentive plan and the authorization of the 2018 annual general meeting of shareholders, It is decided to repurchase and cancel all the restricted shares that have not been released in the third release period of the first grant and reserved grant in the company’s 2019 incentive plan. According to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and other relevant provisions, this proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The relevant matters are described as follows:
1、 Overview of the company’s restricted stock incentive plan in 2019
1. On April 1, 2019, the 27th meeting of the sixth board of directors and the 21st Meeting of the sixth board of supervisors deliberated and approved the proposal on Yifan Pharmaceutical Co.Ltd(002019) 2019 restricted stock incentive plan (Draft) and its summary and related matters, and agreed that the company would provide incentives to core managers, core R & D technicians The core business personnel, core backbone and other personnel granted 30 million restricted shares to the incentive objects in the form of directional issuance, of which 24 million shares were granted for the first time, 217 people were granted, and the grant price was 6.76 yuan / share. The independent directors of the company gave their independent opinions on the company’s incentive plan. Shanghai tianyanhe law firm issued the legal opinion on Yifan Pharmaceutical Co.Ltd(002019) restricted stock incentive plan (Draft), and the independent financial consultant Shanghai Rongzheng Investment Consulting Co., Ltd. issued the independent financial consultant report on the company’s 2019 restricted stock incentive plan (Draft), For details, please refer to the relevant announcements published in the securities times, Securities Daily, Shanghai Securities News and cninfo.com on April 2, 2019.
2. From April 4, 2019 to April 13, 2019, the company issued the publicity on the list of incentive objects of Yifan Pharmaceutical Co.Ltd(002019) 2019 restricted stock incentive plan through the internal OA system, and publicized the names and positions of the incentive objects granted this time. After the expiration of the publicity period, there is no objection to the publicity content. For details, see the announcement and verification opinions of the board of supervisors on the list of incentive objects first granted by the 2019 restricted stock incentive plan (Announcement No.: 2019030) published in the securities times, Securities Daily, Shanghai Securities News and cninfo.com on April 19, 2019.
3. On April 24, 2019, the company held the 2018 annual general meeting of shareholders, deliberated and passed the proposal on Yifan Pharmaceutical Co.Ltd(002019) 2019 restricted stock incentive plan (Draft) and its summary, the proposal on Yifan Pharmaceutical Co.Ltd(002019) 2019 restricted stock incentive plan implementation assessment management measures “, and the proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to 2019 restricted stock incentive plan. On the same day, the company disclosed the self inspection report on the trading of shares of the company by insiders of the restricted stock incentive plan in 2019. After verification, within 6 months before the first public disclosure of the incentive plan, no insider was found to use the insider information of the company’s restricted stock incentive plan in 2019 to buy and sell shares, and all verification objects were in line with the measures for the administration of equity incentive of listed companies According to the provisions of laws, regulations and normative documents such as the memorandum on information disclosure business of SME board No. 4: equity incentive, there is no insider trading. For details, please refer to the announcement on the resolution of the 2018 annual general meeting of shareholders (Announcement No.: 2019032) and the self inspection report on the trading of the company’s shares by insiders of the 2019 restricted stock incentive plan (Announcement No.: 2019033) published in the securities times, Securities Daily, Shanghai Securities news and cninfo.com on April 25, 2019.
4. On May 22, 2019, the company held the second (Interim) meeting of the seventh board of directors and the second (Interim) meeting of the seventh board of supervisors, deliberated and approved the proposal on adjusting the grant price of the company’s 2019 restricted stock incentive plan and the proposal on granting restricted shares to the first incentive object of the company’s 2019 fixed-term stock incentive plan, As the 2018 annual equity distribution of the company was completed on May 9, 2019, the board of directors of the company adjusted the grant price from 6.76 yuan / share to 6.66 yuan / share. At the same time, it is determined that the first grant date of restricted shares is May 22, 2019, and 24 million restricted shares are granted to 217 incentive objects who meet the grant conditions for the first time. The independent directors of the company gave their independent opinions on the above proposal. The board of supervisors of the company verified the list of incentive objects again and issued verification opinions. Shanghai tianyanhe law firm issued the legal opinions on the adjustment and initial grant of Yifan Pharmaceutical Co.Ltd(002019) 2019 restricted stock incentive plan. For details, see the company’s securities times and Securities Daily on May 23, 2019 Relevant announcements in Shanghai Securities News and cninfo. 5. In June 2019, the company completed the registration of the first grant of the restricted stock incentive plan in 2019. In the process of contribution verification after the date of grant, two incentive objects no longer have the incentive qualification due to resignation, and three incentive objects voluntarily give up the subscription of the restricted stock to be granted by the company for personal reasons, involving a total of 70000 shares, The company finally granted 23.93 million restricted shares to 212 first-time incentive objects, with the grant price of 6.66 yuan / share. The listing date of the granted shares is June 19, 2019. For details, see the company’s publication in the securities times and Securities Daily on June 18, 2019 Announcement on the completion of the registration of the first grant of the restricted stock incentive plan in 2019 (Announcement No.: 2019044) issued by Shanghai Securities News and cninfo.com.
6. On October 23, 2019, the company held the sixth meeting of the seventh board of directors and the fifth meeting of the seventh board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares, and agreed to repurchase the restricted shares granted but not lifted by the five incentive objects who did not meet the incentive conditions, And one person left his post due to retirement and applied for the repurchase of his restricted shares granted but not lifted and cancelled. For details, please refer to the relevant announcements published in the securities times, Securities Daily, Shanghai Securities News and cninfo on October 25, 2019.
7. On December 16, 2019, the company held the seventh (Interim) meeting of the seventh board of directors and the sixth (Interim) meeting of the seventh board of supervisors, deliberated and adopted the proposal on granting restricted shares reserved in the 2019 restricted stock incentive plan to incentive objects and the proposal on repurchase and cancellation of some restricted shares, and agreed to determine December 16, 2019 as the grant date of reserved restricted shares, Grant 60 incentive Objects 6 million restricted shares at a price of 6.66 yuan / share; It is agreed that the company will buy back and cancel the restricted shares granted to the incentive object of one former employee who does not meet the incentive conditions but has not been lifted. For details, please refer to the relevant announcements published in the securities times, Securities Daily, Shanghai Securities News and cninfo on December 17, 2019.
8. In December 2019, the company completed the listing registration of the reserved part of the restricted stock incentive plan in 2019. A total of 60 incentive objects and 6 million shares were actually granted. The listing date is December 31, 2019. For details, see the relevant announcements published in the securities times, Securities Daily, Shanghai Securities news and cninfo online on December 30, 2019.
9. On February 27, 2020, the company held the eighth (Interim) meeting of the seventh board of directors and the seventh (Interim) meeting of the seventh board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan, and agreed that the Company repurchased and cancelled the restricted shares granted but not lifted by the two incentive objects who did not meet the incentive conditions. The number of restricted shares cancelled in this repurchase is 87500 shares, and the repurchase price is 6.66 yuan / share. For details, see the relevant announcements published in the securities times, Securities Daily, China Securities News and cninfo on February 28, 2020.
10. On May 7, 2020, the company held the 2019 annual general meeting of shareholders to consider and approve the above “6, 7 and 9” repurchase matters respectively. For details, see the relevant announcements published in the securities times, Securities Daily, China Securities News and cninfo online on May 8, 2020.
11. On June 18, 2020, the company completed the repurchase and cancellation procedures of some restricted shares, with a total of 2227500 shares repurchased and cancelled. For details, see the announcement on the completion of repurchase and cancellation of some restricted shares (Announcement No.: 2020039) published in the securities times, Securities Daily, China Securities News and cninfo.com on June 20, 2020.
12. On June 22, 2020, the company held the 11th (Interim) meeting of the 7th board of directors and the 10th (Interim) meeting of the 7th board of supervisors respectively, and deliberated and adopted the proposal on the achievement of lifting the restrictions in the first lifting period of the restricted stock incentive plan in 2019 and the proposal on repurchase and cancellation of some restricted stocks in the restricted stock incentive plan in 2019, The independent directors of the company have expressed their independent opinions on relevant proposals. For details, please refer to the relevant announcements published in the securities times, Securities Daily, China Securities News and cninfo on June 23, 2020.
13. On August 27, 2020, the company held the 12th meeting of the 7th board of directors and the 11th meeting of the 7th board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan, and agreed that the Company repurchased and cancelled the restricted shares granted but not lifted by the three incentive objects who did not meet the incentive conditions of the resigned employees. The number of restricted shares cancelled in this repurchase is 168000 shares, and the repurchase price is 6.66 yuan / share. For details, see the relevant announcements published in the securities times, Securities Daily, China Securities News and cninfo on August 31, 2020.
14. On November 27, 2020, the company held the first extraordinary general meeting of shareholders in 2020 and deliberated and approved the above “12, 13” proposal on repurchase. For details, see the relevant announcements published in the securities times, Securities Daily, China Securities News and cninfo on December 28, 2020.
15. On January 4, 2021, the company held the 14th (Interim) meeting of the 7th board of directors and the 13th (Interim) meeting of the 7th board of supervisors respectively, and deliberated and adopted the proposal on the achievement of the first lifting of the restrictions during the first lifting period of the reserved and granted part of the restricted stock incentive plan in 2019 and the proposal on the repurchase and cancellation of some restricted stocks in the restricted stock incentive plan in 2019, The independent directors of the company have expressed their independent opinions on relevant proposals. For details, please refer to the relevant announcements published in the securities times, Securities Daily, Shanghai Securities News and cninfo.com on January 5, 2021.
16. On March 29, 2021, the company held the 16th meeting of the 7th board of directors and the 15th meeting of the 7th board of supervisors respectively, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan, and the independent directors of the company expressed their independent opinions on the relevant proposals. For details, please refer to the relevant announcements published in the securities times, Securities Daily, Shanghai Securities News and cninfo on March 31, 2021.
17. On April 27, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the above “15, 16” proposal on repurchase. For details, see the relevant announcements published in the securities times, Securities Daily, China Securities News and cninfo online on April 28, 2021.
18. On June 24, 2021, the company held the 18th (Interim) meeting of the 7th board of directors and the 17th (Interim) meeting of the 7th board of supervisors respectively, and deliberated and adopted the proposal on the achievement of lifting the restrictions in the second lifting period of the first grant of the restricted stock incentive plan in 2019 and the proposal on repurchase and cancellation of some restricted stocks in the restricted stock incentive plan in 2019, The independent directors of the company have expressed their independent opinions on relevant proposals. For details, please refer to the relevant announcements published in the securities times, Securities Daily, Shanghai Securities News and cninfo.com on June 25, 2021.
19. On June 28, 2021, the company completed the repurchase and cancellation procedures of some restricted shares, with a total of 28500 shares repurchased and cancelled. For details, see the announcement on the completion of repurchase and cancellation of some restricted shares (Announcement No.: 2) published in the securities times, Securities Daily, Shanghai Securities News and cninfo.com on June 29, 2021
