Securities code: 688658 securities abbreviation: Youcare Pharmaceutical Group Co.Ltd(688658) Announcement No.: 2022-006 Youcare Pharmaceutical Group Co.Ltd(688658)
Announcement on granting restricted shares to incentive objects for the first time
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 liabilities for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
First grant date of restricted shares: January 7, 2022
Number of restricted shares granted for the first time: 10.519 million shares, accounting for about 2.34% of the current total share capital of 45 million shares of Youcare Pharmaceutical Group Co.Ltd(688658) (hereinafter referred to as “the company”).
Equity incentive method: the second type of restricted stock
Youcare Pharmaceutical Group Co.Ltd(688658) (hereinafter referred to as “the company”), the first grant conditions of the company’s 2021 restricted stock incentive plan specified in the 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan (Draft)” or “the incentive plan”) have been fulfilled. According to the authorization of the company’s fourth extraordinary general meeting in 2021, The company held the 19th meeting of the first board of directors and the 16th meeting of the first board of supervisors on January 7, 2022, deliberated and adopted the proposal on the first grant of restricted shares to incentive objects, and determined that the first grant date of the company’s incentive plan is January 7, 2022, Grant 10.519 million restricted shares to 113 incentive objects meeting the grant conditions at the grant price of 10.97 yuan / share. The relevant matters are described as follows:
1、 Restricted stock grants
(I) decision making procedures and information disclosure performed in this restricted stock grant
1. On December 1, 2021, the company held the 18th meeting of the first board of directors, The proposal on the company’s 2021 restricted stock incentive plan (Draft) > and its summary, the proposal on the company’s assessment and management measures for the implementation of the 2021 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 restricted stock incentive plan were reviewed and approved. Independent directors of the company
On the same day, the company held the 15th meeting of the first board of supervisors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the restricted stock incentive plan in 2021, and the proposal on verifying the list of incentive objects of the company’s restricted stock incentive plan in 2021, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. On December 2, 2021, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the notice of Youcare Pharmaceutical Group Co.Ltd(688658) on convening the fourth extraordinary general meeting of shareholders in 2021 (Announcement No.: 2021-051). On the same day, the company posted on the website of Shanghai Stock Exchange (WW. SSE. Com. CN.) The Youcare Pharmaceutical Group Co.Ltd(688658) announcement on public solicitation of entrusted voting rights by independent directors (Announcement No.: 2021-050) was disclosed. Mr. Chen Keji, the independent director of the company, as the soliciter, solicited entrusted voting rights from all shareholders of the company on the relevant proposals of the company’s incentive plan deliberated at the fourth extraordinary general meeting of shareholders in 2021. 3. From December 2, 2021 to December 11, 2021, the company publicized the list of proposed incentive objects of the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects of the incentive plan. For details, please refer to the website of Shanghai Stock Exchange (WW. SSE. Com. CN.) on December 15, 2021 The disclosed statement of the board of supervisors on the verification opinions and publicity of the list of incentive objects of the company’s restricted stock incentive plan in 2021 (Announcement No.: 2021-055).
4. On December 21, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 fixed-term stock incentive plan were reviewed and adopted. On the same day, the company posted on the website of Shanghai Stock Exchange (WW. SSE. Com. CN.) Disclosed the Youcare Pharmaceutical Group Co.Ltd(688658) self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2021 (Announcement No.: 2021-057).
5. On January 7, 2022, the company held the 19th meeting of the first board of directors and the 16th meeting of the first board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed their independent opinions on this matter and believed that the grant conditions had been met, the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions. The board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
condition
The content of this grant is consistent with the relevant content of the incentive plan approved by the fourth extraordinary general meeting of shareholders in 2021.
(III) explanation of the board of directors on meeting the conditions of the grant and clear opinions issued by the independent directors and the board of supervisors 1. Relevant explanation of the board of directors on whether the conditions of the grant are met
According to the grant conditions specified 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 An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
② The internal control of the financial 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;
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 not allowed according to laws and regulations;
⑤ Other circumstances recognized by the CSRC.
(2) The incentive object granted by the incentive plan for the first time does not have any of the following circumstances:
① Being identified as inappropriate by the stock exchange within the last 12 months;
② It has been 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 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 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. The conditions for the first grant of the incentive plan have been met.
2. Independent opinions of independent directors on whether the first grant conditions of the incentive plan have been fulfilled
(1) According to the authorization of the company’s fourth extraordinary general meeting in 2021, the board of directors determined that the first grant date of the company’s restricted stock incentive plan in 2021 was January 7, 2022, which was in accordance with the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws Regulations and relevant provisions on the grant date in the company’s incentive plan (Draft) and its abstract.
(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 incentive objects that the company determines to grant restricted shares for the first time comply with the relevant laws and regulations such as the company law, the securities law of the people’s Republic of China and the provisions on the qualification of the incentive plan in the articles of association, the incentive object conditions specified in the administrative measures and the requirements of the Listing Rules of Shanghai Stock Exchange on the science and innovation board, All meet the scope of incentive objects specified in the company’s incentive plan (Draft), and their subject qualification as incentive objects of the company’s incentive plan is legal and effective.
(4) The implementation of this incentive plan by the company is conducive to further improving the corporate governance structure, improving the company’s incentive mechanism, enhancing the sense of responsibility and mission of the company’s management team and business backbone to realize the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
In conclusion, we agree that the grant date of the incentive plan is January 7, 2022, and agree to grant 10.519 million restricted shares to 113 incentive objects at the price of 10.97 yuan / share.
3. Verification opinions of the board of supervisors on whether the first grant conditions set in the incentive plan have been fulfilled
(1) The company is not prohibited to implement 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.
(2) The incentive objects granted by the incentive plan for the first time meet the qualifications specified in the company law, the securities law and other laws, regulations, normative documents and the articles of association, meet the conditions of incentive objects specified in the administrative measures, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, and meet the scope of incentive objects specified in the incentive plan (Draft) of the company, Its subject qualification as the incentive object of the company’s restricted stock incentive plan in 2021 is legal and effective.
(3) The company determines that the first grant date of the incentive plan complies with the relevant provisions on the grant date in the administrative measures, the incentive plan (Draft) and its abstract.
Therefore, the board of supervisors agreed to grant 10.519 million restricted shares to 113 incentive objects with January 7, 2022 as the first grant date and the grant price of 10.97 yuan / share.
(IV) details of the first grant of restricted shares
1. First grant date: January 7, 2022
2. Number of shares granted for the first time: 10.519 million shares
3. Number of persons granted for the first time: 113
4. Initial grant price: 10.97 yuan / share
5. Stock source: the company issues RMB a common shares to the incentive objects
6. Validity period, vesting period and vesting arrangement of the incentive plan:
(1) The validity period of the incentive plan shall be no more than 64 months from the date of grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid.
(2) The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive object meets the corresponding vesting conditions, and the vesting date must be the trading day. If the incentive objects are directors and senior managers of the company, the restricted shares obtained by them shall not be vested in the following periods:
① 30 days before the announcement of the company’s periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
② 10 days before the announcement of the company’s performance forecast and performance express;
③ From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to 2 trading days after disclosure according to law;
④ Other periods prescribed by the CSRC and the Shanghai Stock Exchange.
The above “major events” are the transactions or other major events that the company shall disclose in accordance with the Listing Rules of science and Innovation Board of Shanghai Stock Exchange.
The vesting period and vesting arrangement of restricted shares granted for the first time in the incentive plan are as follows:
The proportion of the number of vested interests in the total granted interests at the time of ownership arrangement
The restrictive of the first grant shall be from the first trading day after 16 months from the date of the first grant to the first 40%
The last trading day within 28 months from the date of grant of the first vesting period
The restrictive of the first grant shall be from the first trading day 28 months after the date of the first grant to the first 30%
The last trading day within 40 months from the date of grant of the second vesting period
The restrictive of the first grant shall be from the first trading day after 40 months from the date of the first grant to the first 30%
The last trading day within 52 months from the date of grant of the third vesting period
7. List of incentive objects and awards:
Proportion of granted restrictions to granted restrictions to total share capital (10000 shares) of current corporate serial number name nationality official shares number system stock division proportion I. directors, senior managers and core technicians
1. Yufei China director and general manager 50.00 3.85% 0.11% Manager
Director and Deputy General Manager
2 Zhang Jiang, China Manager, core 50.00 3.85% 0.11%
