Securities code: 300482 securities abbreviation: Guangzhou Wondfo Biotech Co.Ltd(300482) Announcement No.: 2022-003 bond Code: 123064 bond abbreviation: Wanfu convertible bond
Guangzhou Wondfo Biotech Co.Ltd(300482)
Announcement on resolutions of the 6th meeting of the 4th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The sixth meeting of the Fourth Board of supervisors of Guangzhou Wondfo Biotech Co.Ltd(300482) (hereinafter referred to as “the company” or “the company”) was held at 2:00 p.m. on January 14, 2022 in the company’s conference room by on-site and communication. The meeting notice was sent to all supervisors by mail and telephone. There shall be 3 supervisors present at the meeting, and the actual number of supervisors present at the meeting shall comply with the provisions of the company law and the articles of association. The meeting was presided over by Ms. Wu Cuiling, chairman of the board of supervisors of the company. The meeting adopted the following proposals:
1、 The proposal on adjusting the relevant matters of the restricted stock incentive plan in 2020 was deliberated and adopted. Based on the completion of the equity distribution in 2020, the company adjusted the grant quantity and price of the restricted stock incentive plan in 2020, In 2020, the company’s restricted stock incentive plan for the first time granted class II restricted shares from the original 2882000 shares to 3746600 shares, and the number of reserved class II restricted shares was adjusted from the original 418000 shares to 543400 shares. In the company’s 2020 restricted stock incentive plan, the granting price of restricted shares was adjusted from the original 35.58 yuan / share to 26.98 yuan / share.
The board of supervisors believes that the adjustment of matters related to the 2020 restricted stock incentive plan complies with the provisions of relevant laws and regulations such as the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the 2020 restricted stock incentive plan (Revised Draft) (hereinafter referred to as the “incentive plan”), There are no circumstances that harm the interests of shareholders and will not have a material impact on the company’s financial status and operating results. The adjusted incentive objects meet the conditions of incentive objects specified in the company’s incentive plan and relevant laws and regulations, and their subject qualification as incentive objects of this restricted stock incentive plan is legal and effective. Agree to adjust the relevant matters of the 2020 restricted stock incentive plan.
Voting result: 3 affirmative votes; No negative votes; No abstentions.
2、 The proposal on Revising the 2020 restricted stock incentive plan was deliberated and adopted
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.
Voting result: 3 affirmative votes; No negative votes; No abstentions.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
3、 The proposal on granting some restricted shares reserved in the 2020 incentive plan to incentive objects was deliberated and adopted
After review, the board of supervisors believes that the incentive objects reserved and granted in the incentive plan have the qualifications specified in the company law, securities law and other laws, regulations and normative documents as well as the articles of association, meet the conditions of incentive objects specified in the management measures and the scope of incentive objects specified in the incentive plan of the company, The subject qualification as the incentive object of the company’s incentive plan is legal and effective. It is agreed to grant 543400 restricted shares (class II restricted shares) to 33 eligible incentive objects at the price of 26.98 yuan / share on January 14, 2022.
Voting result: 3 affirmative votes; No negative votes; No abstentions.
4、 The proposal on repurchase and cancellation of some restricted shares was deliberated and adopted
The board of supervisors believes that, according to relevant laws and regulations, the company’s incentive plan and other relevant provisions, since one incentive object in the 2020 restricted stock incentive plan is no longer eligible for incentive due to resignation, the company shall repurchase and cancel 104000 shares of restricted shares granted but not unlocked by the above incentive objects, with a total repurchase price of RMB 2805920.00. The board of supervisors agreed to the repurchase and cancellation of some restricted shares. Voting result: 3 affirmative votes; No negative votes; No abstentions.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
5、 The proposal on increasing the company’s business premises and amending the articles of association was deliberated and adopted
According to the actual needs of the company’s operation and development and in combination with the actual situation of the company, the company plans to add a business place: No. 268, Shenzhou Road, Huangpu District, Guangzhou City, Guangdong Province, on the basis of the unchanged domicile of the original company, and revise the relevant contents of the articles of association.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）The announcement on increasing the company’s business premises and amending the articles of association.
Voting result: 3 affirmative votes; No negative votes; No abstentions.
This proposal needs to be submitted to the general meeting of shareholders for deliberation. It is hereby announced.
Guangzhou Wondfo Biotech Co.Ltd(300482) board of supervisors January 14, 2022
