Stock Code: Guangdong Vtr Bio-Tech Co.Ltd(300381) stock abbreviation: Guangdong Vtr Bio-Tech Co.Ltd(300381)
Bond Code: 123018 bond abbreviation: profit convertible bond Announcement No.: 2022041 Guangdong Vtr Bio-Tech Co.Ltd(300381)
Announcement on the cancellation of part of the granted but not yet vested class II restricted shares
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.
Guangdong Vtr Bio-Tech Co.Ltd(300381) (hereinafter referred to as “the company”) deliberated and adopted the proposal on the cancellation of part of the granted but not yet vested class II restricted shares at the 17th meeting of the 7th board of directors and the 11th meeting of the 7th board of supervisors held on April 22, 2022. The relevant matters are hereby announced as follows:
1、 Procedures performed by the company’s restricted stock incentive plan in 2021
1. On February 3, 2021, the company held the 53rd meeting of the 6th board of directors, which deliberated and passed 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 method for the implementation of the restricted stock incentive plan in 2021, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan. The independent directors of the company expressed independent opinions on the proposals related to the restricted stock incentive plan in 2021.
2. On February 3, 2021, the company held the 42nd meeting of the sixth board of supervisors, deliberated and adopted the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the company’s measures for the implementation and assessment of the 2021 restricted stock incentive plan, and the proposal on verifying the list of incentive objects first granted by the company’s 2021 restricted stock incentive plan, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
3. From February 3, 2021 to February 17, 2021, the company publicized the names and positions of the incentive objects proposed in the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection to the list of proposed incentive objects. On February 18, 2021, the board of supervisors of the company disclosed the statement of the board of supervisors on the verification opinions and publicity of the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021.
4. On February 22, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan. On February 24, 2021, the company posted on cninfo (www.cn. Info. Com. CN.) Disclosed the self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2021.
5. On March 16, 2021, the company held the second meeting of the seventh board of directors and the second meeting of the seventh board of supervisors, deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time in the 2021 restricted stock incentive plan, and the proposal on granting restricted stocks to incentive objects for the first time in 2021. The independent directors of the company expressed independent opinions on the above proposal and believed that the granting conditions had been achieved, the subject qualification of incentive objects was legal and effective, and the determined granting date met the relevant provisions. The board of supervisors verified the list of incentive objects on the grant date, issued verification opinions, and agreed with the list of incentive objects granted by the company in this incentive plan.
6. On February 18, 2022, the company held the 14th meeting of the 7th board of directors and the 10th meeting of the 7th board of supervisors, deliberated and adopted the proposal on adjusting the 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 independent opinions on the above proposal and believed that the reserved grant conditions have been achieved, the subject qualification of incentive objects is legal and effective, and the determined reserved grant date meets the relevant regulations. The board of supervisors verified the list of incentive objects reserved for the grant date, issued verification opinions, and agreed to the list of incentive objects reserved for the grant in the company’s incentive plan
7. On April 22, 2022, the company held the 17th meeting of the 7th board of directors and the 11th meeting of the 7th board of supervisors, deliberated and adopted the proposal on Canceling Part of the granted but not yet vested class II restricted shares. The independent directors of the company issued independent opinions with explicit consent, and the lawyer issued corresponding legal opinions.
2、 Details of the cancellation of restricted shares this time
1. In view of the fact that 10 of the incentive objects first granted by the company’s restricted stock incentive plan in 2021 have resigned for personal reasons, according to the relevant provisions of the company’s restricted stock incentive plan in 2021 (hereinafter referred to as the “incentive plan”), these 10 resigned employees have no longer qualified as incentive objects, and the restricted shares granted but not yet vested shall not be vested and shall be voided by the company. The number of incentive objects granted for the first time was adjusted from 86 to 76, the number of restricted shares granted for the first time was adjusted from 6.92 million to 6.19 million, and 730000 shares were cancelled.
2. According to the annual incentive plan of the company in 20212023 and the annual performance appraisal table of the company, the incentive plan for each year is the first time to implement the restrictive assessment, as shown in the annual incentive plan of the company in 20212023:
Net profit
Growth rate of assessment year corresponding to attribution period relative to 2019 (a)
Target value (AM) trigger value (an)
First vesting period 202160% 50%
The second vesting period granted for the first time is 115% 85% in 2022
Restricted stock
Third vesting period 2023180% 125%
The first vesting period of reserved grant is 115% 85% in 2022
The second vesting period of restricted shares is 2023180% 125%
Performance completion of assessment indicators company level ownership proportion
A≥Am X=100%
Net profit an ≤ a ＜ am x = (a-an) / (am an) × 30%+70%
A＜An X=0%
Note: 1. The above “net profit” refers to the audited net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses, and the value excluding the impact of share based payment expenses of this and other incentive plans is used as the calculation basis;
2. The calculation of the above net profit does not include the expenses incurred and borne by the company for the implementation of refinancing and major asset restructuring during the assessment period of this incentive plan and the amount of net profit of the operating entity increased / decreased.
Calculation method of ownership proportion at the company level: if the company fails to meet the trigger value of the above performance evaluation indicators, all restricted shares of all incentive objects planned to belong in the current year will be cancelled and invalid; If the company reaches the trigger value of the above performance evaluation indicators, the attribution proportion at the company level is the attribution proportion corresponding to the performance completion degree (x). The part that does not meet the attribution in the current period is invalid.
According to the audit of Zhitong Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 after deducting non recurring profits and losses was -11891012308 yuan, which failed to meet the performance assessment target of the first vesting period of the first vesting period of the first vesting part specified above. Therefore, the board of directors of the company decided to cancel 1857000 restricted shares that cannot be vested this time.
The total number of invalid restricted shares is 2.587 million.
3、 The impact of the cancellation of class II restricted shares on the company
The cancellation of some class II restricted shares of the company this time will not have a substantial impact on the company’s financial status and operating results, the stability of the company’s management team, or the continued implementation of the company’s equity incentive plan.
4、 Review procedures and relevant opinions for implementation
1. Opinions of independent directors
After verification, the independent directors believe that some of the class II restricted shares cancelled this time comply with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the measures for the administration of equity incentive of listed companies, the Shenzhen Stock Exchange GEM listed companies self regulatory guide No. 1 – business handling and the company’s 2021 restricted stock incentive plan, and have fulfilled the necessary procedures, There is no situation that has a significant and substantial impact on the company’s financial situation and operating results, nor does it damage the interests of the company and shareholders. Therefore, we agree that the company will cancel part of the class II restricted shares granted but not yet vested. 2. Opinions of the board of supervisors
After verification, the board of supervisors believes that: the incentive objects granted for the first time who have resigned from the company’s restricted stock incentive plan in 2021 and the cancellation of the restricted shares that cannot be vested in the first vesting period of the first vesting period comply with relevant laws, regulations, normative documents, incentive plan and other relevant provisions of the company. Therefore, the board of supervisors agreed that the company would cancel the class II restricted shares that have been granted but not yet vested. 3. Legal opinions issued by lawyers
Beijing Deheng (Shenzhen) law firm believes that as of the date of issuance of this legal opinion, necessary approval and authorization have been obtained for the cancellation of some restricted shares; The reasons and quantity of the cancellation of some restricted shares comply with the relevant provisions of the measures for the administration of equity incentive and the incentive plan.
5、 Documents for future reference
1. Resolutions of the 17th meeting of the 7th board of directors;
2. Resolutions of the 11th meeting of the 7th board of supervisors;
3. Independent opinions of independent directors on relevant matters of the 17th meeting of the seventh board of directors of the company; 4. Beijing Deheng (Shenzhen) law firm’s legal opinion on the cancellation of part of the company’s granted but not vested restricted shares.
It is hereby announced.
Guangdong Vtr Bio-Tech Co.Ltd(300381) board of directors
April 23, 2022
