Securities code: 300482 securities abbreviation: Guangzhou Wondfo Biotech Co.Ltd(300482) Announcement No.: 2022-005 bond Code: 123064 bond abbreviation: Wanfu convertible bond
Guangzhou Wondfo Biotech Co.Ltd(300482)
With regard to the announcement on granting some restricted shares reserved in the 2020 incentive plan to incentive objects, 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”), the reserved grant conditions of the 2020 restricted stock incentive plan (Revised Draft) (hereinafter referred to as the “incentive plan”) have been fulfilled, According to the proposal on granting some restricted shares reserved in 2020 incentive plan to incentive objects deliberated and adopted at the 7th Meeting of the 4th board of directors held on January 14, 2022, the granting date of restricted shares is January 14, 2022. The relevant matters are described as follows: I. main contents and implementation of the restricted stock incentive plan in 2020
(I) brief description of the company’s restricted stock incentive plan in 2020
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. On December 3, 2021, the company announced the 2020 restricted stock incentive plan (Revised Draft), the main contents of which are as follows (since the company has implemented the 2020 equity distribution, the grant price and grant quantity in the incentive plan have been adjusted accordingly):
1. The incentive tools adopted in the incentive plan are restricted stocks (class I restricted stocks and class II restricted stocks);
2. The stock source of class I restricted stock in this incentive plan is A-share common stock repurchased by the company; The second type of restricted stock comes from the A-share common stock repurchased by the company and the A-share common stock issued by the company to the incentive object;
3. The total number of incentive objects to be granted in the incentive plan for the first time is 341, including directors, senior managers, middle-level managers and core backbone of the company when the company (including branches and subsidiaries) announces the incentive plan. The total number of incentive objects to be granted in the reserved part of the incentive plan is 33, including middle-level managers and core backbone of the company;
4. The grant price of class I restricted shares and class II restricted shares in the incentive plan is 26.98
Yuan / share;
5. Distribution of restricted shares granted by the incentive plan among incentive objects
The number of restricted shares to be granted under the incentive plan is 5.525 million, accounting for about 30% of the total shares of the draft incentive plan
The total share capital of the company at the time of reporting was 1.24% of 444952331 shares.
(1) Class I restricted stock
The company plans to grant 1.235 million class I restricted shares, accounting for the company’s shares at the time of announcement of the draft incentive plan
0.28% of the total 444952331 shares, accounting for 22.35% of the total rights and interests to be granted under the incentive plan.
The proportion of restricted shares granted to the total equity granted to the incentive plan
The proportion of the name, nationality and number of job tickets (10000 shares) of the incentive object to the number of shares of the company on the announcement date
Proportion of total amount of the project
Peng Zhongxiong, deputy general manager of China 10.40 1.88% 0.02%
Zhao Yaping, deputy general manager of China 10.40 1.88% 0.02%
Kangkeren China Deputy General Manager 7.80 1.41% 0.02%
Yu Fangxia, deputy general manager of China, 7.80%, 1.41%, 0.02%
Chief financial officer
Hu Hong, Secretary of the board of directors of China 5.20 0.94% 0.01%
Middle managers and core backbone (13 persons) 81.90 14.82% 0.18%
Total 123.50 22.35% 0.28%
Note: 1. The cumulative number of shares granted by any of the above incentive objects through all equity incentive plans within the validity period does not exceed 1% of the total share capital of the company. The total number of underlying shares involved in the incentive plan within the whole validity period of the company shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders for deliberation.
2. The incentive objects of the incentive plan do not include independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the shares of the company and the spouses, parents and children of the actual controllers of the company.
3. The difference in mantissa between the sum of the above total data and each detail is caused by rounding.
(2) Class II restricted stock
The company plans to grant 4.29 million class II restricted shares, accounting for the share capital of the company at the time of announcement of the draft incentive plan
0.96% of the total 444952331 shares. Among them, 3746600 shares were granted for the first time, accounting for 30% of the draft of the incentive plan
At the time of announcement, the total share capital of the company was 444952331 shares, accounting for 0.84%, accounting for 67.81% of the total rights and interests to be granted under the incentive plan; 543400 shares are reserved, accounting for 0.12% of the company’s total share capital of 444952331 shares at the time of announcement of the draft incentive plan, and the reserved part accounts for 9.84% of the total rights and interests to be granted in the incentive plan.
Proportion of restricted shares granted to the total number of granted rights and interests to the number of job tickets (10000 shares) of the name and nationality of the incentive object of the incentive plan proportion of the total share capital of the company on the announcement date
Zhang Tong, US Deputy General Manager 7.80 1.41% 0.02%
（TongZhang）
He Xiaowei, director and deputy general manager of China 6.50 1.18% 0.01%
Core backbone (321 persons) 360.36 65.22% 0.81%
Reserved part 54.34 9.84% 0.12%
Total 429.00 77.65% 0.96%
Note: 1. The cumulative number of shares granted by any of the above incentive objects through all equity incentive plans within the validity period does not exceed 1% of the total share capital of the company.
The total number of underlying shares involved in the incentive plan within the whole validity period of the company shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders for deliberation.
2. The incentive objects of the incentive plan do not include independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the shares of the company and the spouses, parents and children of the actual controllers of the company.
3. The difference in mantissa between the sum of the above total data and each detail is caused by rounding.
6. Schedule
(1) Class I restricted stock
The validity period of class I restricted shares of the incentive plan is from the date of completion of the registration of the grant of restricted shares to the date of lifting the restriction on the sale or repurchase of all restricted shares, with a maximum of 51 months.
The release period of class I restricted shares of the incentive plan and the release schedule of each period are shown in the table below:
Proportion of the number of restricted shares released to the total number of class I restricted shares at the time of release of restrictions
The first trading day after 15 months from the date of completion of grant registration
30% from the first release period to the last payment within 27 months from the date of completion of grant registration
Yi Rizhi
The first trading day after 27 months from the date of completion of grant registration
30% of the second release period to the last payment within 39 months from the date of completion of grant registration
Yi Rizhi
The first trading day after 39 months from the date of completion of grant registration
The third period of lifting the restriction on sales is 40% of the last payment within 51 months from the date of completion of grant registration
Yi Rizhi
For restricted shares that have not applied for lifting the restrictions on sales within the above agreed period or cannot be lifted due to failure to meet the conditions for lifting the restrictions on sales, the company will repurchase them in accordance with the principles specified in this incentive plan.
The restricted shares granted to the incentive object, the shares obtained due to the conversion of capital reserve into share capital, stock dividend and stock subdivision, shall be restricted at the same time, and shall not be sold in the secondary market or transferred in other ways. The release period of such shares is the same as that of restricted shares. If the company repurchases the restricted shares that have not been lifted at that time, the shares obtained for the above reasons will be repurchased together.
(2) Class II restricted stock
The validity period of class II restricted shares of the incentive plan is from the date of the first grant of restricted shares to
The maximum period shall not exceed 63 months from the date of full ownership or invalidation.
The vesting period and vesting arrangement of class II restricted shares granted by the incentive plan for the first time are as follows:
Percentage of attributable equity
Vesting arrangement vesting time class II restricted shares
Proportion of total tickets
The first grant part shall be from the first trading day after 15 months from the date of the first grant to 30% of the first grant
The last trading day within 27 months from the date of the first vesting period
The first grant part shall be from the first trading day after 27 months from the date of the first grant to 30% of the first grant
The last trading day within 39 months from the date of the second vesting period
The first grant shall be from the first trading day after 39 months from the date of the first grant to 40% of the first grant
The last trading day within 51 months from the date of the third vesting period
The vesting period and arrangement of class II restricted shares reserved for grant in the incentive plan are as follows:
Percentage of attributable equity
Vesting arrangement vesting time class II restricted shares
Proportion of total tickets
The reserved grant part shall be from the first trading day after 12 months from the date of reserved grant to 30% of the reserved grant
The last trading day within 24 months from the date of the first vesting period
