Securities code: 300482 securities abbreviation: Guangzhou Wondfo Biotech Co.Ltd(300482) Announcement No.: 2022-006 bond Code: 123064 bond abbreviation: Wanfu convertible bond
Guangzhou Wondfo Biotech Co.Ltd(300482)
Announcement on 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.
Guangzhou Wondfo Biotech Co.Ltd(300482) (hereinafter referred to as "the company") deliberated and adopted the proposal on repurchase and cancellation of some restricted shares at the 7th Meeting of the 4th board of directors held on January 14, 2022, The company will repurchase and cancel a total of 104000 restricted shares granted but not unlocked to an incentive object who is not qualified for incentive due to resignation according to the 2020 restricted stock incentive plan (Revised Draft). The repurchase and cancellation of some restricted shares need to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation. The relevant matters are hereby announced as follows:
1、 Approval procedures for the implementation of restricted stock incentive plan this time
On January 14, 2022, the seventh meeting of the Fourth Board of directors and the sixth meeting of the Fourth Board of supervisors deliberated and adopted the proposal on repurchase and cancellation of some restricted shares. The company plans to repurchase and cancel a total of 104000 restricted shares granted but not unlocked to a restricted stock incentive object for the first time in accordance with the provisions of the 2020 restricted stock incentive plan (Revised Draft). The independent directors of the company expressed their independent opinions on this, and the law firm issued a legal opinion on this. The adjustment of the repurchase price of restricted shares and the repurchase and cancellation of some restricted shares need to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Reasons, quantity, price and source of funds for repurchase and cancellation of some restricted shares
(I) reasons for repurchase cancellation
According to the company's 2020 restricted stock incentive plan (Revised Draft), when the incentive object leaves the company due to resignation, dismissal and layoff, the company has the right to repurchase and cancel the restricted stock that has been granted to the incentive object but has not been lifted.
According to the above provisions, restrictions are granted due to the 2020 restricted stock incentive plan (Revised Draft)
One incentive object of incentive shares is no longer eligible for incentive due to resignation, and the company plans to repurchase and cancel the above one incentive
The total number of restricted shares granted to the incentive object but not unlocked is 104000.
(II) repurchase cancellation quantity
The number of restricted shares to be repurchased and cancelled by the company is that the above-mentioned incentive object has been granted but not unlocked
There are 104000 restricted shares in total.
(III) repurchase price
For the repurchase of the aforesaid 104000 restricted shares, the company shall pay the repurchase price to the aforesaid one person
RMB 2805920.00.
(IV) sources of funds to be used for repurchase of restricted shares
The funds to be used by the company to repurchase restricted shares come from the company's own funds.
4、 Statement of changes in share capital structure after repurchase
Taking the share capital structure of the company as an example as of December 31, 2021, the repurchase of restricted shares was completed
After completion, the company's share capital structure is shown in the table below:
Before and after this change
Share nature stock
Quantity (share) proportion (%) quantity (share) quantity (share) proportion (%)
1、 Limited sales conditions flow 122990797 27.64 - 104000 122886797 27.62% common shares
Executive lock up shares 121790897 27.37 0 121790897 27.38%
Equity incentive restricted shares 1199900 0.27 - 104000 1095900 0.25%
2、 Unrestricted flow 321961534 72.36 0 321961534 72.38% common stock
3、 Total share capital 444952331 100.00 - 104000 4448331 100.00%
4、 Impact of this repurchase cancellation on the company
The repurchase and cancellation of some restricted shares will not affect the company's financial status and operating performance
It will have a significant impact and will not affect the diligence of the company's management team. The management team of the company will continue to perform the duties conscientiously
Perform their duties and try their best to create maximum value for shareholders.
5、 Opinions of the board of supervisors
The board of supervisors held that: according to relevant laws and regulations, the company's 2020 restricted stock incentive plan (Revised Draft) and other relevant provisions, the company should repurchase and cancel 104000 shares of restricted shares granted but not unlocked to the aforesaid incentive objects because a total of one incentive object in the 2020 restricted stock incentive plan resigned, resulting in his no longer eligible for incentive, The total repurchase price is 2805920.00 yuan. The board of supervisors agreed to the repurchase and cancellation of some restricted shares.
6、 Opinions of independent directors
According to the measures for the administration of equity incentive of listed companies and other relevant laws and regulations, the company's 2020 restricted stock incentive plan (Revised Draft) and the relevant provisions of the articles of association, one incentive object granted restricted stock due to the 2020 restricted stock incentive plan (Revised Draft) is no longer eligible for incentive, The company plans to repurchase and cancel the restricted shares granted but not unlocked by the above-mentioned incentive object. Therefore, the independent directors unanimously agreed that the company should buy back and cancel 104000 restricted shares granted but not unlocked by an incentive object who no longer has incentive qualification, and the total repurchase price is 2805920.00 yuan.
7、 Legal opinions issued by lawyers
Beijing Zhonglun (Guangzhou) law firm believes that the repurchase and cancellation of some restricted shares in the company's restricted stock incentive plan has obtained the necessary approval and authorization at this stage, and the repurchase and cancellation of some restricted shares needs to be reviewed and approved by the general meeting of shareholders, which is in line with the relevant provisions of the management measures and the company's 2020 restricted stock incentive plan (Draft).
The company shall continue to perform the obligation of information disclosure on the repurchase and cancellation of some restricted shares, and go through the procedures of reducing registered capital and share cancellation registration in accordance with the provisions of the company law and other laws and regulations.
9、 Documents for future reference
(I) resolutions of the 7th Meeting of the 4th board of directors;
(II) resolutions of the 6th meeting of the 4th board of supervisors;
(III) independent opinions of independent directors on matters related to the seventh meeting of the Fourth Board of directors;
(IV) legal opinion of Beijing Zhonglun (Guangzhou) law firm on matters related to Guangzhou Wondfo Biotech Co.Ltd(300482) 2020 restricted stock incentive plan.
It is hereby announced.
Guangzhou Wondfo Biotech Co.Ltd(300482) board of directors January 14, 2022
