Stock Code: Teyi Pharmaceutical Group Co.Ltd(002728) stock abbreviation: Teyi Pharmaceutical Group Co.Ltd(002728) Announcement No.: 2022033 bond Code: 128025 bond abbreviation: Teyi convertible bond
Teyi Pharmaceutical Group Co.Ltd(002728)
Announcement on adjusting the exercise price of stock option incentive plan in 2021
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.
Teyi Pharmaceutical Group Co.Ltd(002728) (hereinafter referred to as ” Teyi Pharmaceutical Group Co.Ltd(002728) ” or “the company”) held the 27th meeting of the Fourth Board of directors on May 4, 2022, deliberated and adopted the proposal on adjusting the exercise price of 2021 stock option incentive plan. Now the relevant matters on adjusting the exercise price of 2021 stock option incentive plan are announced as follows:
1、 Basic information of stock option incentive plan in 2021
1. On October 12, 2021, the company held the 21st Meeting of the 4th board of directors, deliberated and adopted the proposal on the company’s 2021 stock option incentive plan (Draft) and its summary, the proposal on the company’s assessment management measures for the implementation of 2021 stock option incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to 2021 stock option incentive plan, The independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan.
2. On October 12, 2021, the company held the 21st Meeting of the 4th board of supervisors, deliberated and adopted the proposal on the company’s 2021 stock option incentive plan (Draft) and its summary, the proposal on the company’s measures for the implementation and assessment of the 2021 stock option incentive plan, and the proposal on verifying the list of incentive objects of the company’s 2021 stock option incentive plan.
3. From October 13, 2021 to October 22, 2021, the company publicized the list of incentive objects on the company’s official website. During the publicity period, the board of supervisors of the company did not receive any objection from organizations or individuals to the list of incentive objects. On October 23, 2021, the company disclosed the review opinions and publicity statement of the board of supervisors on the list of incentive objects of the company’s 2021 stock option incentive plan.
4. On October 28, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on the company’s stock option incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s stock option 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 stock option incentive plan in 2021.
5. On October 29, 2021, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the 2021 stock option incentive plan.
6. On November 30, 2021, the company held the 23rd Meeting of the 4th board of directors and the 23rd Meeting of the 4th board of supervisors, deliberated and adopted the proposal on granting stock options to incentive objects, the independent directors of the company expressed independent opinions on relevant matters, and the board of supervisors verified the list of incentive objects granted stock options and grant arrangements. 7. On December 14, 2021, the company completed the stock option grant registration involved in the 2021 stock option incentive plan.
8. The 27th session of the board of directors of Guohao (the fourth session of the board of supervisors in 2024) examined and approved the proposal on stock option adjustment of the company, and issued the corresponding opinions on the fourth session of the board of directors of Guohao (the fourth session of the board of supervisors in 2024).
2、 Explanation on the adjustment of exercise price of this equity incentive plan
1. Reason for adjustment
The 2021 annual equity distribution plan of the company has been deliberated and approved by the 2021 annual general meeting of shareholders held on April 8, 2022. The specific plan is: Based on the total share capital on the equity registration date when the equity distribution is implemented, a cash dividend of 6.50 yuan (including tax) will be distributed to all shareholders for every 10 shares, no bonus shares will be given, and no accumulation fund will be converted into share capital. The profit distribution plan will be implemented on May 10, 2022.
According to the provisions of the stock option incentive plan for Teyi Pharmaceutical Group Co.Ltd(002728) 2021, if the company has matters such as converting capital reserve into share capital, distributing stock dividends, splitting shares, allotment of shares, reduction of shares or dividend distribution before the incentive object exercises, the exercise price of stock options shall be adjusted accordingly.
2. Adjustment method:
According to the equity incentive plan, the method of adjusting the exercise price due to dividend distribution is as follows:
P＝P0-V
Where: P0 is the exercise price before adjustment; V is the dividend per share; P is the adjusted exercise price. After dividend adjustment, P must still be greater than 1.
According to the above calculation formula, the adjusted exercise price of stock option is: 14.22-0.65 = 13.57 yuan / share. After the implementation of the profit distribution plan in 2021, the company will adjust the exercise price of the stock option incentive plan in 2021 accordingly. The number of stock options in the stock option incentive plan in 2021 does not involve adjustment.
3、 Impact of relevant matters of this adjustment on the company
This adjustment of the exercise price of the 2021 stock option incentive plan complies with the relevant provisions of the measures for the administration of equity incentive of listed companies and the Teyi Pharmaceutical Group Co.Ltd(002728) 2021 stock option incentive plan. There is no situation that damages the interests of the company and all shareholders and violates the mandatory provisions of relevant laws and regulations, and will not have a significant impact on the financial status and operating results of the company.
4、 Opinions issued by independent directors, board of supervisors and law firms of the company
1. Opinions of independent directors:
The independent directors believe that the company’s adjustment of the exercise price of the 2021 stock option incentive plan complies with the relevant provisions of the measures for the administration of equity incentive of listed companies and the 2021 stock option incentive plan of the company. This adjustment does not damage the interests of the company and shareholders, especially the interests of minority shareholders. Therefore, we agree to adjust the exercise price of the 2021 stock option incentive plan.
2. Opinions of the board of supervisors
The board of supervisors believes that this adjustment is in line with the provisions of relevant laws and regulations such as the measures for the administration of equity incentives of listed companies, and there is no damage to the interests of the company and shareholders.
Therefore, the board of supervisors agreed to adjust the exercise price of the 2021 stock option incentive plan.
3. Opinion of law firm
Guohao law firm (Shenzhen) believes that the adjustment of exercise price of Teyi Pharmaceutical Group Co.Ltd(002728) this stock option incentive plan has obtained the necessary approval and authorization, complies with the provisions of the administrative measures and the stock incentive plan, and is legal and effective.
5、 Documents for future reference
1. The 27th meeting of the 4th board of directors;
2. The 27th meeting of the 4th board of supervisors;
3. Independent opinions of independent directors on relevant matters;
4. Legal opinion on the adjustment of exercise price of stock option incentive plan in Teyi Pharmaceutical Group Co.Ltd(002728) 2021 issued by Guohao law firm (Shenzhen).
It is hereby announced.
Teyi Pharmaceutical Group Co.Ltd(002728) board of directors may 5, 2022
