Securities code: 603538 securities abbreviation: Ningbo Menovo Pharmaceutical Co.Ltd(603538) Announcement No.: 2022-007 bond Code: 113618 bond abbreviation: Meinuo convertible bond
Ningbo Menovo Pharmaceutical Co.Ltd(603538)
Announcement on the implementation of equity incentive restricted stock repurchase and cancellation
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Reasons for repurchase cancellation: as six incentive objects of the company have resigned for personal reasons and no longer have the qualification of incentive objects, according to the provisions of the company's 2018 restricted stock incentive plan (hereinafter referred to as the "stock incentive plan"), the company plans to repurchase and cancel a total of 13300 restricted shares granted but not lifted.
Relevant information about the cancellation of shares
Number of shares repurchased number of shares cancelled date of cancellation
13300 shares 13300 shares January 24, 2022
1、 Decision making and information disclosure of this restricted stock repurchase and cancellation
1. Ningbo Menovo Pharmaceutical Co.Ltd(603538) (hereinafter referred to as "the company") held the second meeting of the Fourth Board of directors and the second meeting of the Fourth Board of supervisors on July 23, 2021, and the third extraordinary general meeting of shareholders in 2021 on November 19, 2021, The proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not yet lifted was deliberated and adopted respectively: as six incentive objects of the company had resigned for personal reasons, they no longer qualified as incentive objects, and agreed to repurchase and cancel a total of 13300 restricted shares granted but not unlocked, with a repurchase price of 7.31 yuan / share. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on July 27, 2021 Announcement on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted (Announcement No.: 2021-067). The independent directors of the company expressed their independent opinions on the matter, and the board of supervisors of the company verified the matter and issued verification opinions.
2. The repurchase and cancellation of some restricted shares by the company will involve the reduction of registered capital. According to the company law of the people's Republic of China and other relevant laws and regulations, the company has fulfilled the obligation to notify creditors of the above share repurchase and cancellation, which was posted on the website of Shanghai Stock exchange (www.sse. Com. CN) on November 20, 2021 Disclosed the announcement on notifying creditors of repurchase and cancellation of some restricted shares and reduction of registered capital (Announcement No.: 2021-096): creditors of the company have the right to require the company to pay off debts or provide corresponding guarantees on the strength of valid debt documents and relevant certificates within 30 days from the date of receiving the Notice of the company and 45 days from the date of disclosure of the announcement if they do not receive the notice. If the creditor fails to exercise the above rights within the specified time limit, the validity of his creditor's rights will not be affected, and the relevant debts will continue to be performed by the company in accordance with the provisions of the original creditor's rights documents. As of the expiration of the period, the company has not received any objection from any creditor to the repurchase, nor has it received any request from any creditor to pay off debts or provide corresponding guarantee to the company.
2、 Cancellation of this restricted stock repurchase
(I) reasons and basis for cancellation of restricted shares in this repurchase
"Chapter XIII handling of changes in the company and the incentive object" of the company's stock incentive plan stipulates: "the incentive object leaves the company due to resignation and layoffs, and the restricted shares granted to the incentive object but not lifted shall not be lifted, and the company shall repurchase and cancel them according to the grant price." According to the above provisions, six incentive objects of the company resigned for personal reasons and no longer qualified as incentive objects. According to the relevant provisions of the administrative measures for equity incentive of listed companies (hereinafter referred to as the "administrative measures") and the stock incentive plan, the company has the right to unilaterally repurchase and cancel the 13300 restricted shares granted but not lifted.
(II) relevant personnel and quantity of this repurchase cancellation
The repurchase and cancellation of restricted shares involved six people including Deng Jian, and a total of 13300 restricted shares that were not lifted were repurchased and cancelled. After the cancellation of this repurchase, the remaining equity incentive restricted shares held by the above personnel are 0 shares, and the remaining equity incentive restricted shares of the company that have not been lifted are 1727860 shares.
(III) repurchase cancellation arrangement
The company has opened a special securities account for repurchase (Account No.: b882755252) in China Securities Depository and Clearing Co., Ltd. Shanghai Branch (hereinafter referred to as "zhongdeng company"), and applied to zhongdeng company for handling the repurchase and transfer procedures for the cancellation of restricted shares in this repurchase. It is expected that the restricted shares will be cancelled on January 24, 2022. After the cancellation, the total number of shares of the company will be changed from 151316837 shares to 151303537 shares, and the registered capital will be changed from 151316837 yuan to 151303537 yuan. The company will go through relevant industrial and commercial change registration procedures according to law.
3、 Changes in the company's share structure after repurchase and cancellation of restricted shares
After the repurchase and cancellation of restricted shares, the changes in the capital structure of the company are as follows:
Unit: shares
Before and after change
1、 Tradable shares with limited sales conditions 1741160 - 13300 1727860
2、 Tradable shares without sale conditions 149575677 - 149575677
Total shares 151316837 - 13300 151303537
4、 Description and commitment
The decision-making procedures and information disclosure involved in the repurchase and cancellation of restricted shares of the company comply with laws, regulations, management measures and the company's stock incentive plan, and there is no situation that damages the legitimate rights and interests of incentive objects and creditors.
The company promises: the company has verified and guaranteed that the objects involved in the repurchase and cancellation of restricted shares, the number of shares, the cancellation date and other information are true, accurate and complete; The company has fully informed the relevant incentive objects of the repurchase cancellation, and the relevant incentive objects have not expressed any objection to the repurchase cancellation.
In case of any dispute with relevant incentive objects due to the cancellation of this repurchase, the company will bear the relevant legal liabilities arising therefrom.
5、 Concluding observations of the legal opinion
Shanghai Guangfa law firm issued the legal opinions on Ningbo Menovo Pharmaceutical Co.Ltd(603538) repurchase and cancellation of some restricted shares, and held that the repurchase and cancellation of the company's restricted shares met the cancellation conditions specified in the stock incentive plan, and the approval and authorization of matters related to the repurchase and cancellation of restricted shares met the management measures Stock incentive plan and other relevant laws and regulations; The objects of the repurchase and cancellation of restricted shares, the number and price of repurchased shares and the cancellation date of the company comply with the administrative measures and other laws, regulations and normative documents, as well as the relevant provisions of the stock incentive plan and the restricted stock grant agreement; As of the issuance date of this legal opinion, the company has fulfilled the necessary decision-making procedures and information disclosure obligations for the repurchase and cancellation of restricted shares, and complied with the administrative measures and other laws, regulations and normative documents, as well as the relevant provisions of the stock incentive plan and the restricted stock grant agreement, The company still needs to go through the procedures of reducing the registered capital and canceling the registration of shares in accordance with the provisions of relevant laws and regulations.
6、 Online announcement attachment
(I) legal opinions of Shanghai Guangfa law firm on Ningbo Menovo Pharmaceutical Co.Ltd(603538) repurchase and cancellation of some restricted shares
It is hereby announced.
Ningbo Menovo Pharmaceutical Co.Ltd(603538) board of directors January 20, 2022
