Securities code: 300482 securities abbreviation: Guangzhou Wondfo Biotech Co.Ltd(300482) Announcement No.: 2022-008
Bond Code: 123064 bond abbreviation: Wanfu convertible bond
Guangzhou Wondfo Biotech Co.Ltd(300482)
Announcement on Revising the 2020 restricted stock incentive plan
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” and ” Guangzhou Wondfo Biotech Co.Ltd(300482) “) held the 7th Meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors on January 14, 2022, deliberated and adopted the proposal on Revising the 2020 restricted stock incentive plan. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation. The relevant matters are hereby announced as follows:
1、 Overview of restricted stock incentive plan and relevant approval procedures for implementation
1. On December 18, 2020, the company held the 29th meeting of the third board of directors, deliberated and adopted the proposal on the company’s 2020 restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s assessment management method for the implementation of 2020 restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive; On the same day, the company held the 24th Meeting of the third board of supervisors, deliberated and passed the proposal on the company’s 2020 restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s measures for the assessment and management of the implementation of 2020 restricted stock incentive plan Proposal on verifying the list of incentive objects granted for the first time by the company under the 2020 restricted stock incentive plan. The independent directors of the company have expressed independent opinions on matters related to the incentive plan.
2. The company has publicized the names and positions of the list of incentive objects to be granted for the first time in the incentive plan within the company from December 24, 2020 to January 3, 2021. During the publicity period, the board of supervisors of the company did not receive any objection about the proposed incentive objects, and disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects first granted by the company’s 2020 restricted stock incentive plan on January 12, 2021.
3. On January 15, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on the company’s 2020 restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s measures for the assessment and management of the implementation of 2020 restricted stock incentive plan The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive has approved the company’s 2020 restricted stock incentive plan. On the same day, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the 2020 restricted stock incentive plan.
4. On January 29, 2021, the company held the 30th meeting of the third board of directors and the 25th meeting of the third board of supervisors respectively, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time, and the board of directors agreed to grant 950000 class I restricted shares to 18 incentive objects, The first grant date of this incentive plan is January 29, 2021. The independent directors of the company expressed independent opinions on this. The board of supervisors verified the list of incentive objects granted restricted shares this time and issued verification opinions.
5. On February 26, 2021, the company completed the grant registration of class I restricted shares under the 2020 restricted stock incentive plan. The number of incentive objects who have completed the grant registration is 18, the registered number is 950000 shares, and the listing date of the registered shares is February 26, 2021.
6. On December 1, 2021, the company held the sixth meeting of the Fourth Board of directors and the fifth meeting of the Fourth Board of supervisors to review and adopt the proposal on Revising the 2020 restricted stock incentive plan. The independent directors of the company expressed independent opinions on this. The lawyer expressed relevant opinions.
7. On January 14, 2022, the company held the 7th Meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors to review and adopt the proposal on Revising the 2020 restricted stock incentive plan. The independent directors of the company expressed independent opinions on this. The lawyer expressed relevant opinions.
2、 Revision
1. Reason for revision
On January 7, 2022, Shenzhen Stock Exchange issued the self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling, which updated the requirements for listed companies to implement equity incentive. According to the above policy adjustments, the company plans to revise the 2020 restricted stock incentive plan (Revised Draft) (hereinafter referred to as the “incentive plan”).
2. Specific contents of revision
(1) Conditions for granting and lifting restrictions on the sale of class I restricted shares
Before revision:
The assessment year of the incentive plan is three fiscal years from 2021 to 2023, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
Based on the net profit attributable to shareholders of Listed Companies in 2020, the growth rate of net profit in the first period of lifting the restrictions on sales of shares attributable to listed companies in 2021 shall not be less than 25%, unlocking 100%; The growth rate shall not be less than 20% and the unlocking rate shall not be less than 85%; The growth rate shall not be less than 15% and 70%; The growth rate shall not be less than 10% and unlock 50%;
Based on the net profit attributable to the shareholders of the listed company without deducting the equity payment expenses in 2021, the net profit growth rate attributable to the shareholders of the listed company without deducting the equity payment expenses in the second sales restriction lifting period in 2022 shall not be less than 20% and 100%; The growth rate shall not be less than 15% and the unlocking rate shall not be less than 85%; The growth rate shall not be less than 10% and 70%;
Based on the net profit attributable to the shareholders of the listed company without deducting the equity payment expenses in 2022, the net profit growth rate attributable to the shareholders of the listed company without deducting the equity payment expenses in the third sales restriction lifting period in 2023 shall not be less than 20% and 100%; The growth rate shall not be less than 15% and the unlocking rate shall not be less than 85%; The growth rate shall not be less than 10% and unlock 70%.
Revised:
The assessment year of the incentive plan is three fiscal years from 2021 to 2023, with one assessment in each fiscal year
The performance assessment objectives of each year are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
Based on the net profit attributable to the shareholders of the listed company in 2020, the shares attributable to the listed company will be released for the first time in 2021
East’s net profit growth rate shall not be less than 25%;
Based on the net profit attributable to shareholders of the listed company without deduction of equity payment expenses in 2021, the net profit growth rate attributable to shareholders of the listed company without deduction of equity payment expenses in the second sales restriction lifting period in 2022 shall not be less than 20% and 100%; The growth rate shall not be less than 15% and the unlocking rate shall not be less than 85%; The growth rate shall not be less than 10% and 70%;
Based on the net profit attributable to the shareholders of the listed company without deducting the equity payment expenses in 2022, the net profit growth rate attributable to the shareholders of the listed company without deducting the equity payment expenses in the third period of lifting the restrictions in 2023 shall not be less than 20% and 100%; The growth rate shall not be less than 15% and the unlocking rate shall not be less than 85%; The growth rate shall not be less than 10% and unlock 70%.
(2) Conditions for granting and lifting restrictions on the sale of class II restricted shares
Before revision:
The assessment year of the incentive plan is three fiscal years from 2021 to 2023, with one assessment in each fiscal year
The performance assessment objectives of each year are shown in the table below:
Performance assessment objectives in attribution period
Based on the net profit attributable to shareholders of Listed Companies in 2020, the growth rate of net profit attributable to shares of Listed Companies in the first attribution period in 2021 shall not be less than 25% and 100%; The growth rate shall not be less than 20%, belonging to 85%; The growth rate shall not be less than 15%, belonging to 70%; The growth rate shall not be less than 10%, belonging to 50%;
The second vesting period is based on the net profit attributable to shareholders of the listed company in 2021 without deducting equity payment expenses, 2022
The net profit growth rate attributable to the shareholders of the listed company without deduction of equity payment expenses in shall not be less than 20% and 100%; The growth rate shall not be less than 15%, belonging to 85%; The growth rate shall not be less than 10%, belonging to 70%;
Based on the net profit attributable to shareholders of the listed company without deduction of equity payment expenses in 2022, the growth rate of net profit attributable to shareholders of the listed company without deduction of equity payment expenses in the third vesting period in 2023 shall not be less than 20% and 100%; The growth rate shall not be less than 15%, belonging to 85%; The growth rate shall not be less than 10%, belonging to 70%.
Revised:
The assessment year of the incentive plan is three fiscal years from 2021 to 2023, with one assessment in each fiscal year
The performance assessment objectives of each year are shown in the table below:
Performance assessment objectives in attribution period
Based on the net profit attributable to the shareholders of the listed company in 2020, the first vesting period of shares attributable to the listed company in 2021
East’s net profit growth rate shall not be less than 25%;
Based on the net profit attributable to shareholders of the listed company without deduction of equity payment expenses in 2021, the growth rate of net profit attributable to shareholders of the listed company without deduction of equity payment expenses in the second vesting period in 2022 shall not be less than 20% and 100%; The growth rate shall not be less than 15%, belonging to 85%; The growth rate shall not be less than 10%, belonging to 70%;
Based on the net profit attributable to shareholders of the listed company without deduction of equity payment expenses in 2022, the growth rate of net profit attributable to shareholders of the listed company without deduction of equity payment expenses in the third vesting period in 2023 shall not be less than 20% and 100%; The growth rate shall not be less than 15%, belonging to 85%; The growth rate shall not be less than 10%, belonging to 70%.
3、 Impact of revising some performance appraisal indicators on the company
The revision of the 2020 restricted stock incentive plan will not have a significant impact on the company’s operating performance
Profit impact. This amendment will not lead to the early lifting of sales restriction / ownership, will not involve the adjustment of grant price, and will not damage the interests of the company and all shareholders.
4、 Opinions of independent directors
The company’s revised 2020 restricted stock incentive plan does not harm the interests of the company and shareholders
In particular, the interests of minority shareholders, voting procedures and processes are legal and compliant, and comply with the measures for the administration of equity incentive of listed companies and relevant laws and regulations. Therefore, we agree to amend the 2020 restricted stock incentive
Relevant matters of incentive plan. See details published on cninfo.com on January 14, 2022
（ http://www.cn.info.com.cn. ）Report of independent directors on the seventh meeting of the Fourth Board of directors
Independent opinions on relevant matters.
5、 Opinions of the board of supervisors
After review, the board of supervisors believes that the company’s revision of the 2020 restricted stock incentive plan and the corresponding revision of some terms involved in the incentive plan do not harm the interests of the company and all shareholders, and comply with the provisions of relevant laws and regulations. The board of supervisors agreed to this amendment. See the details published in the securities times and cninfo.com on January 14, 2022（ http://www.cn.info.com.cn. ）Announcement on the resolution of the sixth meeting of the Fourth Board of supervisors (Announcement No.: 2021-096).
6、 Method
