Securities code: 300482 securities abbreviation: Guangzhou Wondfo Biotech Co.Ltd(300482) Announcement No.: 2022-004
Bond Code: 123064 bond abbreviation: Wanfu convertible bond
Guangzhou Wondfo Biotech Co.Ltd(300482)
Announcement on matters related to the adjustment of 2020 restricted stock incentive plan
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Guangzhou Wondfo Biotech Co.Ltd(300482) (hereinafter referred to as “the company” or ” Guangzhou Wondfo Biotech Co.Ltd(300482) “) in accordance with the relevant provisions of 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”) and the authorization of the first extraordinary general meeting of shareholders in 2021, Adjust the relevant matters of the restricted stock incentive plan in 2020. 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 March 30, 2021, the 31st meeting of the third board of directors and the 26th meeting of the third board of supervisors deliberated and adopted the proposal on adjusting the repurchase price of restricted shares and repurchase and cancellation of some restricted shares. This repurchase cancellation was completed on July 23, 2021.
7. 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.
8. 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.
9. On January 14, 2022, the 7th Meeting of the 4th board of directors of the company deliberated and approved the proposal on adjusting the 2020 restricted stock incentive plan and the proposal on granting some restricted stocks reserved in the 2020 incentive plan to incentive objects, Agree to adjust the grant price of this incentive plan according to the relevant provisions of the company’s 2020 restricted stock incentive plan and the company’s annual equity distribution in 2020, and the grant price of class II restricted stock is adjusted to 26.98 yuan / share; It is agreed that the reserved grant date of this incentive plan is January 14, 2022. The company grants 543400 class II restricted shares to 33 incentive objects who meet the grant conditions, and the grant price is 26.98 yuan / share. The above proposal was considered and adopted at the 6th meeting of the 4th board of supervisors of the company. The independent directors of the company expressed their independent opinions on the reserved part of the grant, and the law firm issued a legal opinion on the reserved part of the grant. 2、 Relevant adjustment of restricted stock incentive plan in 2020
On May 19, 2021, according to the 2020 equity distribution plan deliberated and approved by the 2020 annual general meeting of shareholders, based on the total share capital on the equity registration date when the company implemented the 2020 profit distribution plan, excluding the total share capital of 341564752 shares repurchased by the company through centralized bidding transaction and not participating in profit distribution according to law, Distribute a cash dividend of 5 yuan (including tax) for every 10 shares to all shareholders, and increase 3 shares for every 10 shares to all shareholders with capital reserve. No bonus shares will be given for this profit distribution, and the remaining undistributed profits will be carried forward to the next year.
According to the relevant provisions of “Chapter VII adjustment methods and procedures of restricted stock incentive plan” of the company’s incentive plan:
(I) adjustment of the number of class II restricted shares granted
During the period from the announcement date of the draft incentive plan to the completion of share registration of class I restricted shares / before the ownership of class II restricted shares, the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, share splitting, allotment and share reduction, and the number of restricted shares granted / vested shall be adjusted accordingly.
The adjustment method is as follows:
1. Conversion of capital reserve into share capital, distribution of stock dividends and split of shares
Q＝Q0 × （1＋n）
Where: Q0 is the number of restricted shares granted / vested before adjustment; N is the ratio of capital reserve per share converted into share capital, dividend distribution and share subdivision (i.e. the number of shares increased after conversion, share distribution or subdivision of each share); Q is the number of restricted shares granted / vested after adjustment.
According to the authorization of the first extraordinary general meeting of shareholders in 2021, the board of directors of the company adjusted the number of restricted shares granted under the incentive plan.
Number of class II restricted shares granted for the first time Q0 × （1＋n）=288.20 × (1 + 30%) = 3746600 shares
Number of reserved class II restricted shares q = Q0 × （1＋n）=41.80 × (1 + 30%) = 543400 shares
(II) adjustment of the grant price of class II restricted shares
During the period from the announcement date of the draft incentive plan to the completion of share registration of class I restricted shares / before the ownership of class II restricted shares, the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, share splitting, allotment, share reduction or dividend distribution, and the grant price of restricted shares shall be adjusted accordingly. The adjustment methods are as follows: 1. Capital reserve is converted into share capital, stock dividend is distributed, and shares are broken down
Where: P0 is the grant price before adjustment; N is the ratio of capital reserve converted into share capital, dividend distribution and share splitting per share; P is the adjusted grant price.
2. Dividend
P＝P0-V
Where: P0 is the grant price before adjustment; V is the dividend per share; P is the adjusted grant price. After dividend adjustment, P must still be greater than 1.
According to the authorization of the first extraordinary general meeting of shareholders in 2021, the board of directors of the company adjusted the first and reserved grant price of class II restricted shares in the incentive plan.
The first and reserved grant price of class II restricted shares P = (p0-v) ÷ (1 + n) = (35.58-0.5) ÷ (1 + 30%) = 26.98 yuan / share. 3、 Impact of this adjustment on the company
The company’s adjustment to the matters related to the 2020 restricted stock incentive plan will not have a material impact on the company’s financial status and operating results. 4、 Opinions of the board of supervisors
The board of supervisors believes that the adjustment of matters related to the restricted stock incentive plan in 2020 complies with the provisions of the management measures, incentive plan and other relevant laws and regulations, does not harm the interests of shareholders, and will not have a substantive 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. 5、 Opinions of independent directors
The independent directors believe that: after review, the company’s adjustment of the grant price and grant quantity of restricted shares complies with the provisions on the adjustment method of grant quantity and grant price in the management measures and the company’s incentive plan.
The adjustment is within the scope of matters authorized by the board of directors at the first extraordinary general meeting of shareholders in 2021, and necessary approval procedures have been performed. The granted price adjustment is legal and effective. The voting procedures comply with the company law, securities law and other relevant laws and regulations and the articles of association.
And adjustment of grant quantity. 6、 Lawyer’s concluding observations
According to the verification of our lawyers, the company’s adjustment of the grant quantity and price of the 2020 restricted stock incentive plan complies with the relevant provisions of the administrative measures and the company’s 2020 restricted stock incentive plan (Draft). 7、 Opinion of independent financial adviser
As an independent financial consultant, Shanghai Rongzheng Investment Consulting Co., Ltd. believes that as of the issuance date of the financial consultant’s report: Guangzhou Wondfo Biotech Co.Ltd(300482) the adjustment and reserved granting of matters related to the 2020 restricted stock incentive plan comply with the relevant provisions of the measures for the administration of equity incentive of listed companies and the incentive plan of the company, and there is no damage to the interests of the company’s shareholders. 8、 Documents for future reference
1. Guangzhou Wondfo Biotech Co.Ltd(300482) resolution of the 7th Meeting of the 4th board of directors;
2. Guangzhou Wondfo Biotech Co.Ltd(300482) resolution of the sixth meeting of the Fourth Board of supervisors;
3. Independent opinions of independent directors on Guangzhou Wondfo Biotech Co.Ltd(300482) the seventh meeting of the Fourth Board of directors;
4. Legal opinion of Beijing Zhonglun (Guangzhou) law firm on Guangzhou Wondfo Biotech Co.Ltd(300482) 2020 restricted stock incentive plan;
5. Independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on matters related to the adjustment and reserved grant of 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
