Securities code: Heren Health Co.Ltd(300550) securities abbreviation: Heren Health Co.Ltd(300550) Announcement No.: 2022030
Announcement on the failure of unlocking conditions in the fourth unlocking period for the first grant and the third unlocking period reserved for grant of the restricted stock incentive plan in 2017 and the repurchase and cancellation of some 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.
Heren Health Co.Ltd(300550) (hereinafter referred to as “the company”) deliberated and approved the proposal on the failure of unlocking conditions in the fourth unlocking period of the first grant part and the third unlocking period of the reserved grant part of the 2017 restricted stock incentive plan and the repurchase and cancellation of some restricted stocks at the 19th meeting of the third board of directors held on May 18, 2022, The performance of the company in 2021 did not meet the unlocking conditions of the fourth unlocking period of restricted shares granted for the first time and the third unlocking period of restricted shares reserved for grant under the 2017 restricted stock incentive plan. In accordance with the relevant provisions of the 2017 restricted stock incentive plan (hereinafter referred to as the “incentive plan”), The company will handle the repurchase and cancellation of restricted shares granted for the first time and reserved for grant (hereinafter referred to as “the repurchase and cancellation”). The implementation of this unlocking by the board of directors has been authorized by the company’s second extraordinary general meeting of shareholders in 2017 and does not need to be submitted to the general meeting of shareholders for deliberation. Relevant matters are hereby announced as follows:
1、 Summary of implementation of equity incentive plan
(I) procedures of equity incentive plan have been fulfilled
1. On December 13, 2017, the company held the fifth meeting of the second board of directors, deliberated and adopted the proposal on the company’s 2017 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2017 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 equity incentive, The independent directors of the company have expressed independent opinions on this incentive plan and other relevant proposals.
The proposal on the company’s 2017 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2017 restricted stock incentive plan, and the proposal on verifying the list of incentive objects of the company’s 2017 restricted stock incentive plan.
3. From December 14, 2017 to December 24, 2017, the company publicized the names and positions of the list of incentive objects granted on the company’s internal website. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects proposed in the incentive plan. On December 25, 2017, the board of supervisors of the company issued the review opinions and publicity statement of the board of supervisors on the list of incentive objects of the company’s 2017 restricted stock incentive plan.
4. On January 4, 2018, the company held the second extraordinary general meeting of shareholders in 2017, which deliberated and approved the proposal on the company’s 2017 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2017 restricted stock incentive plan, 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, It also disclosed the self inspection report on the insider information of the company’s restricted stock incentive plan in 2017 and the trading of the company’s shares by the insiders and incentive objects. 5. On January 31, 2018, the company held the sixth meeting of the second board of directors and the sixth meeting of the second board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects granted for the first time, and determined January 31, 2018 as the grant date of the first grant. The independent directors of the company expressed independent opinions on relevant matters, and the board of supervisors verified the list of incentive objects granted restricted shares this time.
6. On March 9, 2018, the company held the seventh meeting of the second board of directors and the seventh meeting of the second board of supervisors, deliberated and approved the proposal on adjusting the list and quantity of restricted stock incentive plan in 2017. The independent directors of the company expressed their independent opinions on the adjustment of equity incentive, and the board of supervisors of the company verified the adjusted list of restricted stock awards.
7. According to the authorization of the general meeting of shareholders, the company has handled the registration of the first grant of restricted shares. The date of grant of restricted shares is January 31, 2018 and the listing date of granted shares is March 21, 2018.
8. After the deliberation and approval of the company’s 2017 annual general meeting of shareholders, the company’s equity distribution plan for 2017 is to distribute RMB 0 Shanghai Pudong Development Bank Co.Ltd(600000) (including tax) to all shareholders for every 10 shares based on the company’s existing total share capital of 83220000 shares. This equity distribution has been completed on June 12, 2018.
9. On August 28, 2018, the company held the 10th meeting of the second board of directors, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted but not unlocked to some incentive objects, and the proposal on restricted shares granted but not unlocked to incentive objects of the board of supervisors. Due to the resignation of incentive objects Hu Liansheng and peishen Shao, the company agreed to pay compensation to Hu Liansheng The 130000 restricted shares granted to peishen Shao but not yet unlocked will be repurchased and cancelled.
10. The company held the 14th meeting of the second board of directors on January 3, 2019, deliberated and approved the proposal on granting 2017 reserved restricted shares to incentive objects, and the board of supervisors deliberated and approved the proposal on granting 2017 reserved restricted shares to incentive objects on January 3, 2019, and determined January 3, 2019 as the grant date of 2017 reserved restricted shares. The independent directors of the company expressed independent opinions on relevant matters, and the board of supervisors verified the list of incentive objects granted restricted shares this time.
11. The company held the 15th meeting of the second board of directors on January 14, 2019, deliberated and approved the proposal on repurchase and cancellation of restricted shares granted but not unlocked to some incentive objects, and the board of supervisors deliberated and approved the proposal on repurchase and cancellation of restricted shares granted but not unlocked to some incentive objects on January 14, 2019, The company repurchases and cancels the restricted shares granted but not unlocked by Wang Jinliang and others who do not meet the incentive qualification. The proposal was submitted to the first extraordinary general meeting of shareholders of the company in 2019 for deliberation and approval.
12. The company held the 19th meeting of the second board of directors on May 17, 2019, deliberated and approved the proposal on the unlocking conditions of the first unlocking period of the company’s 2017 restricted stock incentive plan. The unlocking conditions of the first unlocking period of the company’s 2017 restricted stock incentive plan have been met, According to the relevant provisions of the 2017 restricted stock incentive plan (hereinafter referred to as the “incentive plan”), the company will handle the unlocking of 25% of the total amount of restricted shares involved in the first unlocking period of the first grant in accordance with the provisions. The unlocking has been completed on May 30, 2019.
13. With the approval of the company’s 2018 annual general meeting of shareholders, the profit distribution plan for 2018 is based on the total share capital with the right to profit distribution and conversion of reserve fund into share capital on the equity registration date when the 2018 annual equity distribution plan is implemented, and the cash dividend of RMB 0.75 (including tax) is distributed to all shareholders for every 10 shares, 4 shares are converted into capital reserve for every 10 shares, and no bonus shares are given. The equity distribution plan has been implemented on June 17, 2019, and the total share capital of the company has been increased to 117306000 shares.
14. The company held the 23rd Meeting of the second board of directors on November 26, 2019, deliberated and approved the proposal on adjusting the repurchase and cancellation price and the number of repurchase and cancellation of restricted shares and the proposal on repurchase and cancellation of some restricted shares. Since the company’s 2018 annual equity distribution and capital reserve conversion to share capital plan were completed on June 17, 2019, the repurchase price and the number of repurchase and cancellation of restricted shares should be adjusted accordingly according to the relevant provisions of the company’s 2017 restricted stock incentive plan, and the restricted shares that have not been lifted by Gao Hufeng and others who do not meet the incentive qualification should be repurchased and cancelled. The above two matters shall be submitted to the general meeting of shareholders of the company for deliberation and approval. The company completed the repurchase and cancellation of this part of restricted shares on March 11, 2020, and the total share capital was reduced from 117306000 shares to 117190500 shares.
15. With the approval of the company’s 2019 annual general meeting of shareholders, the profit distribution plan for 2019 is based on the total share capital with the right of profit distribution and conversion of reserve fund into share capital on the equity registration date when the 2019 annual equity distribution plan is implemented, and the cash dividend of RMB 0.55 (including tax) is distributed to all shareholders for every 10 shares, 4 shares are converted into capital reserve for every 10 shares, and no bonus shares are given. The equity distribution plan has been implemented on June 17, 2020, and the total share capital of the company has been increased to 164066700 shares.
16. At the fifth meeting of the third board of directors held on May 18, 2020, the company considered and approved the proposal on the unlocking conditions of the second unlocking period for the first grant of the company’s restricted stock incentive plan in 2017 and the first unlocking period reserved for grant, The unlocking conditions of the second unlocking period of restricted shares granted for the first time and the first unlocking period of restricted shares reserved for grant in the company’s 2017 restricted stock incentive plan have been met. According to the relevant provisions of the 2017 restricted stock incentive plan, the company will handle the unlocking related matters of the unlocked shares granted for the first time and reserved for grant in accordance with the provisions. Zhejiang Tiance law firm issued a legal opinion on the matter.
17. The company held the 7th Meeting of the 3rd board of directors on July 10, 2020, deliberated and adopted the proposal on adjusting the repurchase price of restricted shares. As the company’s 2019 annual equity distribution and capital reserve conversion to share capital plan were completed on June 17, 2020, the repurchase price of restricted shares was adjusted accordingly according to the relevant provisions of the company’s 2017 restricted stock incentive plan.
18. The company held the 11th meeting of the third board of directors on November 30, 2020, and deliberated and adopted the proposal on repurchase and cancellation of some restricted shares. Due to the resignation of Li Feng, the original incentive object, the Company repurchased and cancelled 29400 restricted shares that had been granted but not unlocked. The proposal was submitted to the fourth extraordinary general meeting of shareholders of the company in 2020 for deliberation and approval.
19. The company held the 12th meeting of the third board of directors on December 20, 2020, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares. Due to the resignation of the original incentive objects Ma Xiongwei and Xu Jiangmin, the Company repurchased and cancelled 617400 restricted shares granted but not unlocked. The proposal was submitted to the first extraordinary general meeting of shareholders of the company in 2021 for deliberation and approval. The company completed the cancellation of restricted shares of Li Feng, Xu Jiangmin and Ma Xiongwei on April 13, 2021, and the total share capital of the company was reduced from 1899258 shares to 189282458 shares.
20. At the 14th meeting of the third board of directors held on May 17, 2021, the company deliberated and approved the proposal on the unlocking conditions of the third unlocking period for the first grant of the company’s restricted stock incentive plan in 2017 and the second unlocking period reserved for grant can be unlocked, The unlocking conditions for the third unlocking period of restricted shares granted for the first time and the second unlocking period of restricted shares reserved for grant in the company’s 2017 restricted stock incentive plan have been met. According to the relevant provisions of the 2017 restricted stock incentive plan, the company will handle the unlocking related matters of the unlocked shares granted for the first time and reserved for grant in accordance with the provisions. Zhejiang Tiance law firm issued a legal opinion on the matter.
21. With the approval of the company’s 2020 annual general meeting of shareholders, the profit distribution plan for 2020 is to distribute a cash dividend of RMB 0.35 (including tax) to all shareholders for every 10 shares, increase 4 shares for every 10 shares with capital reserve and do not give bonus shares based on the total share capital with the right of profit distribution and conversion of provident fund to share capital on the date of equity registration when the 2020 annual equity distribution plan is implemented. The equity distribution plan has been implemented on June 16, 2021, and the total share capital of the company has been increased to 264995441 shares.
22. On December 30, 2021, the company held the 17th meeting of the 3rd board of directors and the 17th meeting of the 3rd board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares. Due to the resignation of the original incentive object Zhou Hejun and other three people, the Company repurchased and cancelled 109760 restricted shares granted but not unlocked. At the same time, the meeting adjusted the repurchase price of restricted shares granted for the first time and reserved for grant, The repurchase price of the shares granted for the first time was adjusted to 6024052 yuan / share. Zhejiang Tiance law firm issued a legal opinion on the matter. The repurchase and capital reduction shall be submitted to the first extraordinary general meeting of shareholders in 2022 held on January 17, 2022 for deliberation and approval.
2、 Failure of unlocking conditions during the unlocking period set in the incentive plan and reasons for repurchase cancellation
Unlocking conditions
