Securities code: 300482 securities abbreviation: Guangzhou Wondfo Biotech Co.Ltd(300482) Guangzhou Wondfo Biotech Co.Ltd(300482)
Restricted stock incentive plan for 2020
(second revision of the draft) summary
Guangzhou Wondfo Biotech Co.Ltd(300482)
January 2002
Statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the incentive plan and its summary, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
All incentive objects of the company promise that if the company does not comply with the granted rights and interests or the ownership arrangement of rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive objects shall return all the benefits obtained from the incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
hot tip
1、 The incentive plan is in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, the Listing Rules of gem shares of Shenzhen Stock Exchange (revised in 2020), the guide for business handling of gem listed companies No. 5 – equity incentive and other relevant laws, regulations and normative documents, And Guangzhou Wondfo Biotech Co.Ltd(300482) (hereinafter referred to as “the company” or “the company”), the articles of association.
2、 The incentive tools adopted in this incentive plan are restricted stocks (class I restricted stocks and class II restricted stocks). The source of class I restricted stock 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 number of restricted shares to be granted under the incentive plan is 4250000 shares, accounting for about 1.24% of the total share capital of the company at the time of announcement of the draft incentive plan of 342680193 shares.
Among them, 950000 class I restricted shares, accounting for 0.28% of the company’s total share capital of 342680193 shares at the time of announcement of the draft incentive plan and 22.35% of the total rights and interests to be granted under the incentive plan.
Class II restricted shares are 3.3 million shares, accounting for 0.96% of the total share capital of 342680193 shares at the time of announcement of the draft incentive plan. Among them, 2882000 shares were granted for the first time, accounting for 0.84% of the company’s total share capital of 342680193 shares at the time of announcement of the draft incentive plan, and 67.81% of the total rights and interests to be granted under the incentive plan; 418000 shares are reserved, accounting for 0.12% of the company’s total share capital of 342680193 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.
The 2017 restricted stock incentive plan (Draft) approved by the company’s third extraordinary general meeting in 2017 is still being implemented. As of the announcement date of the draft incentive plan, the restricted shares that have not been released from the restricted stock incentive plan of the company in 2017 are 114003 shares. The total number of subject shares involved in all equity incentive plans of the company within the validity period does not exceed 20% of the total share capital of the company. The number of restricted shares granted by any incentive object in the incentive plan through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company.
From the date of announcement of the draft incentive plan to the completion of the registration of the first type of restricted shares granted to the incentive object or the vesting of the second type of restricted shares granted to the incentive object, if the company has matters such as capital reserve conversion to share capital, distribution of stock dividends, share subdivision or reduction, allotment and so on, the number of restricted shares granted / vested will be adjusted accordingly in accordance with the relevant provisions of the incentive plan.
4、 The grant price of class I restricted shares and class II restricted shares (including reserved parts) in the incentive plan is 35.58 yuan / share.
From the date of announcement of the draft incentive plan to the completion of the registration of the first type of restricted shares granted to the incentive object or the vesting of the second type of restricted shares granted to the incentive object, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, division or reduction of shares, allotment of shares, dividend distribution, etc., the granting price of restricted shares will be adjusted accordingly in accordance with the relevant provisions of the incentive plan.
5、 The total number of incentive objects to be granted for the first time in the incentive plan is 341, including directors, senior managers, middle managers and core backbone of the company (including branches and subsidiaries, the same below) when the company announces the incentive plan.
6、 The validity period of class I restricted shares of the incentive plan is from the date of completion of the grant registration 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 validity period of class II restricted shares of the incentive plan is from the date of the first grant of restricted shares to the date of all vesting or invalidation, with a maximum of 63 months. The restricted shares granted to the incentive object will be released from the restriction / attribution by stages according to the agreed proportion, and the release of the restriction / attribution of rights and interests each time shall be subject to the corresponding conditions for the release of the restriction / attribution.
7、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in Article 7 of the measures for the administration of equity incentive of listed companies:
(I) the financial report of the most recent fiscal year has been given a negative opinion or an audit report that cannot express an opinion by a certified public accountant;
(II) the internal control over the financial report of the most recent fiscal year has been given a negative opinion or unable to express an opinion by a certified public accountant;
(III) failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(IV) equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
8、 The incentive objects participating in the incentive plan do not include the company’s supervisors, independent directors, shareholders or actual controllers holding more than 5% of shares alone or in total, and their spouses, parents and children. The incentive object complies with the provisions of Article 8 of the measures for the administration of equity incentive of listed companies and article 8.4.2 of the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in 2020), and there are no following circumstances that may not be the incentive object:
(I) being identified as inappropriate by the stock exchange within the last 12 months;
(II) being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(III) being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(IV) those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law of the people’s Republic of China;
(V) those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(VI) other circumstances recognized by the CSRC.
9、 The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant restricted shares according to the incentive plan, including providing guarantee for its loans.
10、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
11、 Within 60 days from the date when the general meeting of shareholders deliberates and approves the incentive plan, the company will convene the board of directors in accordance with relevant regulations to carry out relevant procedures such as the grant, registration and announcement of class I restricted shares (the period during which the company shall not grant class I restricted shares shall not be included in the 60 date limit), and the grant and announcement of class II restricted shares. If the company fails to complete the above work within 60 days, the implementation of the incentive plan shall be terminated, and the non granted restricted shares shall become invalid.
12、 The implementation of this incentive plan will not cause the equity distribution to fail to meet the requirements of listing conditions.
catalogue
Chapter I interpretation Chapter II purpose and principle of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects 9 Chapter V specific contents of this incentive plan Chapter VI adjustment methods and procedures of restricted stock incentive plan Chapter VII accounting treatment of restricted stocks Chapter VIII handling of changes in the company / incentive object 32 Chapter IX Supplementary Provisions thirty-five
Chapter I interpretation
Unless otherwise specified, the following words shall have the following meanings in this document:
Guangzhou Wondfo Biotech Co.Ltd(300482) , the company, the company, refers to the Guangzhou Wondfo Biotech Co.Ltd(300482) listed company
This incentive plan and this plan refer to the Guangzhou Wondfo Biotech Co.Ltd(300482) 2020 restricted stock incentive plan
According to the conditions and prices specified in the incentive plan, the company grants a certain number of company shares of the first type of restricted stock index to the incentive object. These shares are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met
The second type of restricted stock refers to the shares of the company obtained and registered by incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding attribution conditions
Incentive objects refer to the directors, senior managers, middle managers and core backbone of the company who obtain restricted shares in accordance with the provisions of the incentive plan
The grant date refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day
Grant price refers to the price of each restricted stock granted by the company to the incentive object
Validity period refers to the period from the date of completion of registration / grant of restricted stock grant to the date when all restricted stocks granted to incentive objects are released from restriction / ownership or repurchase / invalidation
Restricted sale period refers to the period during which the class I restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment
The release period refers to the period during which the restricted shares of class I held by the incentive object can be released and listed for circulation after the release conditions specified in the incentive plan are met
The conditions for lifting the restriction refer to the conditions that must be met for the incentive object to obtain the first type of restricted shares to lift the restriction according to the incentive plan
Attribution refers to the behavior that the listed company registers the shares in the incentive object’s account after the restricted stock incentive object meets the benefit conditions
Vesting conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the second type of restricted stock
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It must be the trading day
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Listing Rules refer to Shenzhen Stock Exchange GEM Listing Rules (revised in 2020)
Business guide refers to the guide for business handling of companies listed on GEM No. 5 – equity incentive
Articles of association means the Guangzhou Wondfo Biotech Co.Ltd(300482) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this plan refer to the financial data in the consolidated statement and the financial data based on this kind of financial data
According to the calculated financial indicators.
2. If there is any difference in the mantissa between the sum of part of the total and each detail in the plan, it is caused by rounding.
Chapter II purpose and principle of the incentive plan
In order to further improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s core team, effectively combine the interests of shareholders, the company and the personal interests of the core team, make all parties pay common attention to the long-term development of the company, and ensure the realization of the company’s development strategy and business objectives, on the premise of fully protecting the interests of shareholders, In accordance with the principle of matching income and contribution, and in accordance with the company law, securities law, administrative measures, listing rules, business guide and other relevant laws, regulations and normative documents, as well as the articles of association
