Securities code: Fujian Cosunter Pharmaceutical Co.Ltd(300436) securities abbreviation: Fujian Cosunter Pharmaceutical Co.Ltd(300436) Announcement No.: 2022044 Fujian Cosunter Pharmaceutical Co.Ltd(300436)
Announcement on cancellation of some stock options of 2020 stock option 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.
Fujian Cosunter Pharmaceutical Co.Ltd(300436) (hereinafter referred to as “the company”) held the 13th meeting of the 4th board of directors and the 12th meeting of the 4th board of supervisors on April 21, 2022, deliberated and adopted the proposal on canceling some stock options of 2020 stock option incentive plan: according to the relevant provisions of 2020 stock option incentive plan (hereinafter referred to as “the incentive plan”) of the company, A total of 798000 stock options that cannot be exercised due to the failure of the company’s performance assessment in the second exercise period shall be cancelled. The cancellation of some stock options has been authorized by the general meeting of shareholders and does not need to be submitted to the general meeting of shareholders for deliberation. The relevant matters are explained as follows:
1、 Overview of 2020 stock option incentive plan
1. On April 14, 2020, the company held the 33rd meeting of the third board of directors and the 24th Meeting of the third board of supervisors respectively, deliberated and adopted the proposal on the 2020 stock option incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the 2020 stock option incentive plan The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2020 stock option incentive plan and the proposal on requesting the convening of the second extraordinary general meeting of shareholders in 2020, on which the independent directors of the company expressed independent opinions, and lawyers and other intermediaries issued corresponding reports.
2. The company publicized the names and positions of the incentive objects within the company from April 15, 2020 to April 24, 2020. During the publicity period, the company did not receive any objection about the incentive objects, and disclosed the review opinions and publicity statement of the board of supervisors on the list of incentive objects of 2020 stock option incentive plan on April 25, 2020.
3. On April 30, 2020, the company held the second extraordinary general meeting of shareholders in 2020, deliberated and passed the proposal on the 2020 stock option incentive plan (Draft) and its summary, the proposal on the measures for the administration of the implementation and assessment of the 2020 stock option incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the directors
The Council handled the proposal on matters related to the 2020 stock option incentive plan, and disclosed the self inspection report on the trading of company shares by insiders and incentive objects of the 2020 stock option incentive plan on May 1, 2020.
4. On May 12, 2020, the company held the 35th meeting of the third board of directors and the 26th meeting of the third board of supervisors respectively, deliberated and adopted the proposal on granting stock options to incentive objects. According to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) According to the relevant provisions of the company’s incentive plan) and the authorization of the second extraordinary general meeting of shareholders in 2020 held by the company on April 30, 2020, the board of Directors considers that the authorization conditions specified in the company’s 2020 stock option incentive plan have been met, and agrees to determine May 12, 2020 as the authorization date and grant 2.8 million stock options to 35 incentive objects. The independent directors of the company expressed independent opinions on this, the board of supervisors verified the list of incentive objects granted stock options this time, and the lawyer issued a legal opinion.
5. On June 15, 2020, the company completed the grant registration of stock options involved in the 2020 stock option incentive plan and granted 2.8 million stock options to 35 incentive objects.
6. On January 14, 2022, the company held the 10th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors: (1) the proposal on canceling some stock options of 2020 stock option incentive plan was deliberated and adopted: according to the relevant provisions of the company’s incentive plan, A total of 1204000 stock options that cannot be exercised due to the resignation of 13 original incentive objects of the company due to personal reasons and non-compliance with incentive conditions will be cancelled. The above cancellation was completed in February 2022. (2) The proposal on the achievement of exercise conditions in the first exercise period of 2020 stock option incentive plan was reviewed and passed. It is considered that the exercise conditions in the first exercise period of 2020 stock option incentive plan of the company have been achieved, and it is agreed that 798000 stock options of 22 incentive objects who meet the exercise conditions in the first exercise period will be exercised from May 12, 2021 to May 11, 2022. As of the date of this announcement, some of the above options have been exercised, and the total share capital of the company has increased to 159259000 shares.
2、 Reasons, quantity and authorization description of the cancellation of stock options
In view of the fact that the performance assessment of the company in the second exercise period of the incentive plan fails to meet the standard, the stock options involved in the second exercise period shall not be exercised, and the company shall cancel a total of 798000 stock options granted to the incentive object that have not been exercised.
The cancellation of some stock options has been authorized by the general meeting of shareholders and does not need to be submitted to the general meeting of shareholders for deliberation. A total of 798000 stock options were cancelled this time. After cancellation, the company has granted 316000 stock options in 2020 stock option incentive plan.
3、 Impact of partial cancellation of stock options on the company
The cancellation of some granted stock options in the 2020 stock option incentive plan will not have a material impact on the company’s financial status and operating results. The company’s management team will continue to earnestly perform their duties and strive to create long-term investment value for shareholders.
4、 Opinions of independent directors
After verification, the independent directors believe that the cancellation of a total of 798000 stock options that cannot be exercised due to the failure of the company’s performance assessment in the second exercise period is in line with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of equity incentive of listed companies and the company’s 2020 stock option incentive plan. The procedures are legal and compliant and will not affect the company’s sustainable operation, It will not damage the interests of the company and all shareholders. Therefore, we unanimously agree to cancel the stock options granted but not exercised under the 2020 stock option incentive plan.
5、 Opinions of the board of supervisors
After verification, the board of supervisors held that according to the measures for the administration of equity incentive of listed companies and the 2020 stock option incentive plan of the company, the stock options in the second exercise period could not be exercised due to the company’s performance assessment in the second exercise period, and agreed to cancel the 798000 stock options granted but not exercised.
The deliberation procedures of the board of directors on the cancellation of some stock options comply with relevant regulations and are legal and effective.
6、 Lawyer’s legal opinion
The lawyer of Guohao law firm (Shanghai) believes that the matters related to the cancellation of the company’s option comply with the relevant provisions of the measures for the administration of equity incentive of listed companies, the articles of association and the 2020 stock option incentive plan. The company still needs to perform the corresponding information disclosure obligations and handle the cancellation registration of some stock options in accordance with the provisions of relevant laws, regulations and normative documents.
7、 Documents for future reference
1. Resolutions of the 13th meeting of the 4th board of directors;
2. Resolutions of the 12th meeting of the 4th board of supervisors;
3. Independent opinions of independent directors on matters related to the 13th meeting of the Fourth Board of directors;
4. Legal opinion of Guohao law firm (Shanghai) on the cancellation of some stock options of 2020 stock option incentive plan by the company.
It is hereby announced!
Fujian Cosunter Pharmaceutical Co.Ltd(300436) board of directors April 21, 2022
