Securities code: 300482 securities abbreviation: Guangzhou Wondfo Biotech Co.Ltd(300482) Announcement No.: 2022-002 bond Code: 123064 bond abbreviation: Wanfu convertible bond
Guangzhou Wondfo Biotech Co.Ltd(300482)
Announcement on resolutions of the 7th Meeting of the 4th board of directors
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.
The seventh meeting of the Fourth Board of directors of Guangzhou Wondfo Biotech Co.Ltd(300482) (hereinafter referred to as “the company” or “the company”) was held at 3:00 p.m. on January 14, 2022 in the company’s conference room by means of on-site and communication. The meeting notice was sent to all directors by mail and telephone. The number of directors attending the meeting is in accordance with the provisions of the company law and the articles of association. The meeting was presided over by Ms. Wang Jihua, chairman of the company.
After careful deliberation by the directors attending the meeting, the following proposals were adopted by on-site and communication voting:
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 independent directors of the company expressed their independent opinions on the matter.
For details, see http://www.cninfo.com.cn on the same day（ http://www.cn.info.com.cn. ）Announcement on matters related to the adjustment of the 2020 restricted stock incentive plan disclosed.
Voting result: 7 affirmative votes; No negative votes; No abstentions.
2、 The proposal on Revising the 2020 restricted stock incentive plan was deliberated and adopted
The revision of the 2020 restricted stock incentive plan will not have a significant adverse impact on the company’s operating performance. This amendment will not lead to the early lifting of sales restrictions, will not involve the adjustment of grant price, and will not damage the interests of the company and all shareholders. The independent directors expressed their consent on this matter.
See cninfo.com, the gem information disclosure website designated by China Securities Regulatory Commission, for details（ http://www.cn.info.com.cn. ）The Guangzhou Wondfo Biotech Co.Ltd(300482) announcement on Revising the 2020 restricted stock incentive plan disclosed.
Mr. He Xiaowei and Mr. Peng Zhongxiong, the directors of the restricted stock incentive plan, avoided voting on the proposal, and the other five directors participated in the voting.
Voting result: 5 affirmative votes; No negative votes; 0 abstention
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
According to the relevant provisions of the measures for the administration of equity incentive of listed companies and the 2020 restricted stock incentive plan (Revised Draft) (hereinafter referred to as the “incentive plan”), the board of directors of the company considers that the conditions for the grant of some reserved Restricted Shares specified in the incentive plan have been met, and agrees to take January 14, 2022 as the grant date, 543400 restricted shares (class II restricted shares) were granted to 33 eligible incentive objects at the price of 26.98 yuan / share. The board of supervisors issued verification opinions on the list of some grant objects reserved for the company’s 2020 restricted stock incentive plan, and the independent directors of the company expressed their independent opinions on this matter.
For details, see http://www.cninfo.com.cn on the same day（ http://www.cn.info.com.cn. ）Announcement on granting some restricted shares reserved in 2020 incentive plan to incentive objects disclosed.
Voting result: 7 affirmative votes; No negative votes; No abstentions.
4、 The proposal on repurchase and cancellation of some restricted shares was deliberated and adopted
One incentive object granted restricted shares in the incentive plan is no longer eligible for incentive due to resignation. The company plans to repurchase and cancel a total of 104000 shares of restricted shares granted but not unlocked for the above incentive object, with a total repurchase price of RMB 2805920.00.
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. ）Announcement on repurchase and cancellation of some restricted shares disclosed. Voting result: 7 affirmative votes; No negative votes; 0 abstention
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: 7 affirmative votes; No negative votes; No abstentions.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
6、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 on February 10, 2022. The company’s notice on convening the first extraordinary general meeting of shareholders in 2022 was disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
Voting result: 7 affirmative votes; No negative votes; 0 abstention
It is hereby announced
Guangzhou Wondfo Biotech Co.Ltd(300482) board of directors January 14, 2022
