Securities code: Beijing Scitop Bio-Tech Co.Ltd(300858) securities abbreviation: Beijing Scitop Bio-Tech Co.Ltd(300858) Announcement No.: 2022032 Beijing Scitop Bio-Tech Co.Ltd(300858)
Announcement on Canceling Part of the granted but not vested 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.
Beijing Scitop Bio-Tech Co.Ltd(300858) (hereinafter referred to as "the company") deliberated and adopted the proposal on Canceling Part of the granted but not vested restricted shares at the 15th meeting of the second board of directors and the 14th meeting of the second board of supervisors held on April 24, 2022. The relevant contents are hereby announced as follows: I. relevant approval procedures for the restricted stock incentive plan in 2021
1. On February 4, 2021, the company held the seventh meeting of the second board of directors, deliberated and approved the proposal on Beijing Scitop Bio-Tech Co.Ltd(300858) 2021 restricted stock incentive plan (Draft) and its summary, and the proposal on formulating the measures for the implementation and assessment of Beijing Scitop Bio-Tech Co.Ltd(300858) 2021 restricted stock incentive plan In the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021 and the proposal on requesting the convening of the first extraordinary general meeting of shareholders in 2021, the related directors have avoided voting, and the independent directors have expressed their independent opinions.
2. On February 4, 2021, the company held the seventh meeting of the second session of the board of supervisors, which deliberated and approved the proposal on Beijing Scitop Bio-Tech Co.Ltd(300858) 2021 restricted stock incentive plan (Draft) and its summary, the proposal on formulating Beijing Scitop Bio-Tech Co.Ltd(300858) 2021 restricted stock incentive plan implementation assessment management measures "and the proposal on verifying the list of objects of Beijing Scitop Bio-Tech Co.Ltd(300858) 2021 restricted stock incentive plan.
3. From February 6, 2021 to February 15, 2021, the company will publicize the names and positions of the incentive objects of the incentive plan on the company's website. During the publicity period, the board of supervisors of the company did not receive any objection. On February 18, 2021, the company disclosed the verification 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.
4. On February 23, 2021, the first extraordinary general meeting of the company in 2021 deliberated and approved the proposal on Beijing Scitop Bio-Tech Co.Ltd(300858) 2021 restricted stock incentive plan (Draft) and its summary, the proposal on formulating Beijing Scitop Bio-Tech Co.Ltd(300858) 2021 restricted stock incentive plan implementation assessment management method ", and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to 2021 restricted stock incentive plan, Related shareholders have avoided voting.
On February 23, 2021, the company disclosed the self inspection report on the trading of the company's shares by insiders and incentive objects of the restricted stock incentive plan in 2021.
5. On March 10, 2021, the company held the 8th meeting of the 2nd board of directors, deliberated and approved the proposal on Exempting the notice time limit of the 8th meeting of the 2nd board of directors and the proposal on granting restricted shares to incentive objects for the first time, and the related directors have avoided voting. The independent directors expressed their independent opinions. 6. On March 10, 2021, the company held the 8th meeting of the 2nd board of supervisors, deliberated and approved the proposal on Exempting the notice time limit of the 8th meeting of the 2nd board of supervisors and the proposal on granting restricted shares to incentive objects for the first time. The board of supervisors of the company verified the list of incentive objects granted restricted shares this time.
7. On July 8, 2021, the company held the 11th meeting of the second board of directors and the 10th meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the number, reserved number and grant price of the restricted stock incentive plan in 2021, and the related directors have avoided voting. The independent directors expressed their independent opinions.
8. On January 27, 2022, the company held the 14th meeting of the second board of directors and the 13th meeting of the second board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects. The independent directors expressed their independent opinions, and the board of supervisors of the company verified the list of incentive objects granted restricted shares this time.
9. On April 24, 2022, the company held the 15th meeting of the second board of directors and the 14th meeting of the second board of supervisors, deliberated and adopted the proposal on the achievement of attribution conditions in the first vesting period of the first vesting period of the restricted stock incentive plan in 2021 and the proposal on Abolishing the vesting of part of the restricted shares that have not been vested, and the related directors have avoided voting. The independent directors expressed their independent opinions, and the board of supervisors of the company verified the ownership list of the first vesting period of the restricted stock incentive plan in 2021. 2、 Details of the cancellation of restricted shares this time
According to the proposal on Beijing Scitop Bio-Tech Co.Ltd(300858) 2021 restricted stock incentive plan (Draft) and its summary deliberated and adopted at the first extraordinary general meeting of the company in 2021 and the proposal on granting restricted shares to incentive objects for the first time deliberated and adopted at the eighth meeting of the second board of directors and the eighth meeting of the second board of supervisors, the company granted 1476000 restricted shares to 22 eligible incentive objects, The grant price is 16.11 yuan / share. According to the company's 2021 restricted stock incentive plan (Draft) and other relevant regulations, the reasons and quantity of the company's cancellation are as follows:
According to the attribution conditions of the company's restricted stock incentive plan in 2021 (Draft) and the management measures for the implementation and assessment of the restricted stock incentive plan in 2021: in the first attribution period, the performance assessment objective a is that the net profit in 2021 is not less than 120 million yuan, the company level attribution coefficient is 100%, and the performance assessment objective B is that the net profit in 2021 is not less than 108 million yuan, and the company level attribution coefficient is 80%. Audited by Zhongshen Zhonghuan Certified Public Accountants (special general partnership), the company realized the consolidated financial statements in 2021, and the net profit attributable to the shareholders of the parent company was 1095394 million yuan. Therefore, in line with the performance assessment objective B of the company in the first vesting period, the attributable proportion of the company in this period is 26.67%. The number of eligible vested shares this time is 393600 shares, and 98400 shares granted but not yet vested shall not be vested and shall be invalidated by the company.
To sum up, according to the measures for the administration of equity incentive of listed companies, the company's restricted stock incentive plan for 2021 (Draft) and other relevant provisions, the board of directors of the company decided that the number of shares to be vested this time was 393600, and the total 98400 shares of restricted shares that have been granted but not yet vested will be cancelled.
3、 The impact of some restrictions on the company
The cancellation of some restricted shares 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、 Opinions of the board of supervisors
After deliberation, the board of supervisors considered that the cancellation of some restricted shares met the relevant laws and regulations and the relevant provisions of Beijing Scitop Bio-Tech Co.Ltd(300858) 2021 restricted stock incentive plan (Draft), and there was no harm to the interests of shareholders, and agreed to cancel some restricted shares this time. 5、 Opinions of independent directors
Some of the cancelled restricted shares comply with the relevant provisions of the measures for the administration of equity incentive of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020), the Beijing Scitop Bio-Tech Co.Ltd(300858) 2021 restricted stock incentive plan (Draft), and the measures for the Administration of the implementation and assessment of Beijing Scitop Bio-Tech Co.Ltd(300858) 2021 restricted stock incentive plan, and the decisions made have fulfilled the necessary procedures. Therefore, we unanimously agree that the company will cancel some restricted shares that have been granted but not yet vested. 6、 Concluding observations of legal opinions
Beijing Junzhi law firm believes that:
(I) as of the date of issuance of this legal opinion, the vesting conditions of the first vesting period of the company's restricted stock incentive plan in 2021 have been achieved, and the cancelled restricted shares that have been granted but not yet vested have obtained the necessary approval and authorization at this stage, and the corresponding procedures have been performed, which comply with the company law, the securities law, the administrative measures and other relevant laws and regulations Relevant provisions of incentive plan (Draft) and assessment management measures
(II) the vesting conditions specified in the first vesting period of the first part of the restricted stock incentive plan granted by the company in 2021 have been achieved, and this vesting event complies with the relevant provisions of the administrative measures and the incentive plan (Draft).
(III) some of the restricted shares that have been granted but not yet vested in the company for cancellation this time comply with the relevant provisions of the management measures, incentive plan (Draft) and assessment management measures. 7、 Documents for future reference
1. Resolution of the 15th meeting of Beijing Scitop Bio-Tech Co.Ltd(300858) the second board of directors; 2. Resolution of the 14th meeting of Beijing Scitop Bio-Tech Co.Ltd(300858) the second board of supervisors; 3. Independent opinions of Beijing Scitop Bio-Tech Co.Ltd(300858) independent directors on matters related to the 15th meeting of the second board of directors;
4. Legal opinion of Beijing Junzhi law firm on the cancellation of some restricted shares in the Beijing Scitop Bio-Tech Co.Ltd(300858) 2021 restricted stock incentive plan and the achievement of attribution conditions in the first vesting period of the first grant of some restricted shares for the first time.
It is hereby announced.
Beijing Scitop Bio-Tech Co.Ltd(300858) board of directors April 26, 2022
