Securities code: 300871 securities abbreviation: Hvsen Biotechnology Co.Ltd(300871) Announcement No.: 2022-007 convertible bond Code: 123132 convertible bond abbreviation: Huisheng convertible bond
Hvsen Biotechnology Co.Ltd(300871)
With regard to the announcement on adjusting the performance evaluation indicators of the company under the restricted stock incentive plan in 2021, 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.
In accordance with the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the articles of association and the Hvsen Biotechnology Co.Ltd(300871) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the “draft incentive plan”), Hvsen Biotechnology Co.Ltd(300871) (hereinafter referred to as “the company”) held the 22nd Meeting of the second board of directors and the 19th meeting of the second board of supervisors on January 21, 2022, deliberated and adopted the proposal on adjusting the performance evaluation indicators of the company under the restricted stock incentive plan in 2021, and planned to adjust the performance evaluation indicators of the company under the restricted stock incentive plan in 2021, Relevant contents in the draft incentive plan and its abstract and the measures for the administration of the implementation and assessment of the Hvsen Biotechnology Co.Ltd(300871) 2021 restricted stock incentive plan (hereinafter referred to as the “measures for the administration of assessment”) shall be revised accordingly. This matter needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. The relevant matters are announced as follows:
1、 Relevant approval procedures for restricted stock incentive plan
(I) on June 28, 2021, the company held the 16th meeting of the second board of directors and the 13th meeting of the second board of supervisors, The proposal on and its summary, the proposal on < Hvsen Biotechnology Co.Ltd(300871) 2021 restricted stock incentive plan implementation assessment management measures, the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to 2021 restricted stock incentive, and the proposal on verifying < Hvsen Biotechnology Co.Ltd(300871) Proposal on the list of incentive objects of the restricted stock incentive plan in 2021. The independent directors of the company expressed their independent opinions, and Guohao law firm (Shenzhen) issued a legal opinion.
(II) from June 30, 2021 to July 9, 2021, the company internally publicized the names and positions of the incentive objects of the equity incentive plan. During the publicity period, the board of supervisors of the company did not receive any objection to the list of proposed incentive objects. On July 12, 2021, the company established the gem information disclosure platform cninfo.com (www.cn. Info. Com. CN.) in China Securities Regulatory Commission Disclosed the review opinions and publicity statement of the board of supervisors on the list of incentive objects granted by the restricted stock incentive plan in 2021 and the self inspection report on the trading of company shares by insiders of the restricted stock incentive plan in 2021.
(III) July 20, 2021, The company held the fourth extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on and its summary, the proposal on < Hvsen Biotechnology Co.Ltd(300871) 2021 restricted stock incentive plan implementation assessment management measures, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to 2021 restricted stock incentive 。
(IV) on August 24, 2021, the company held the 18th meeting of the second board of directors and the 15th meeting of the second board of supervisors, deliberated and adopted the proposal on granting restricted shares to the incentive objects of the restricted stock incentive plan in 2021, and agreed that the company would take August 24, 2021 as the grant date, 488000 restricted shares were granted to 31 incentive objects at the grant price of RMB 19.50 per share. The independent directors of the company expressed their independent opinions, the board of supervisors of the company verified the list of incentive objects, and Guohao law firm (Shenzhen) issued a legal opinion.
(V) on September 8, 2021, the company launched the gem information disclosure platform cninfo (www.cn. Info. Com. CN.) The announcement on the completion of the registration of the granting of class I restricted shares under the restricted stock incentive plan in 2021 was issued, and 488000 restricted shares were granted to 31 eligible incentive objects.
(VI) on October 28, 2021, the company held the 19th meeting of the second board of directors and the 16th meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the company’s performance evaluation indicators of the company’s restricted stock incentive plan in 2021, the independent directors of the company issued their agreed independent opinions, and Guohao law firm (Shenzhen) issued a legal opinion.
(VII) on November 10, 2021, the company held the 20th meeting of the second board of directors and the 17th meeting of the second board of supervisors, deliberated and adopted the proposal on canceling and adjusting the company’s performance evaluation indicators of the company’s 2021 restricted stock incentive plan, and agreed to cancel and adjust the company’s performance evaluation indicators of the company’s 2021 restricted stock incentive plan. The independent directors of the company expressed their independent opinions, and Guohao law firm (Shenzhen) issued a legal opinion.
2、 Description of the adjustment of the company’s performance appraisal indicators this time
Since the downstream aquaculture industry has entered a downward cycle, the overall demand for veterinary drug products will be reduced. In order to effectively stimulate the work enthusiasm and enthusiasm of incentive objects and more effectively deal with the new industry competition situation in the future, the company plans to adjust the performance evaluation indicators of the company in 2022-2023 in the restricted stock incentive plan in 2021 in combination with the actual situation, Add the assessment dimension of “operating income” indicator, unlock the corresponding restricted stocks according to the completion rate of operating income or net profit, and revise the relevant contents of the draft incentive plan and its abstract and the assessment management measures accordingly.
The adjustment of the draft incentive plan and its abstract “II. Conditions for lifting restrictions on the sale of restricted shares (III) performance assessment requirements at the company level” in Chapter VIII conditions for granting and lifting restrictions on the sale of restricted shares “and” v. performance assessment indicators and standards (I) performance assessment requirements at the company level “in the assessment management measures are as follows:
Before adjustment:
(III) company level performance assessment requirements
The assessment year of the incentive plan is three fiscal years from 2021 to 2023, and the assessment is conducted once in each fiscal year. The annual performance assessment objectives of restricted stocks granted by the incentive plan are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The first sales restriction lifting period is based on the net profit in 2020, and the net profit growth rate in 2021 shall not be less than 30%
In the second lifting period, the net profit in 2020 will be taken as the base, and the net profit growth rate in 2022 will not be less than 65%
The third period of lifting the restrictions on sales is based on the net profit in 2020, and the net profit growth rate in 2023 shall not be less than 100%
Note: the above “net profit” is calculated based on the data contained in the consolidated statements audited by an accounting firm with securities and futures qualification engaged by the company
If the company fails to meet the above performance assessment objectives, the restricted shares granted to all incentive objects in the corresponding assessment year shall not be lifted or deferred to the next period. The restricted shares shall be repurchased and cancelled by the company, and the repurchase price shall be the grant price.
After adjustment:
(III) company level performance assessment requirements
The assessment year of the incentive plan is three fiscal years from 2021 to 2023, and the assessment is conducted once in each fiscal year. The annual performance assessment objectives of restricted stocks granted by the incentive plan are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The first sales restriction lifting period is based on the net profit in 2020, and the net profit growth rate in 2021 shall not be less than 30%
The second lifting period is based on 2020, and the growth of operating revenue or net profit in 2022 will not be less than 65%
The third sales restriction lifting period is based on 2020, and the growth of operating revenue or net profit in 2023 will not be less than 100%
The proportion of restricted shares lifted in 2022-2023 is as follows:
Assessment index performance completion rate and proportion of sales restriction lifting
Actual completion rate r 80% ≤ R ＜ 100% R
R＜80% 0
Note: 1. The above “operating income” and “net profit” are calculated on the basis of the data contained in the consolidated statements audited by a qualified consulting firm engaged by the company
2. The actual completion rate R is the higher of the target completion rate of operating revenue or net profit
If the restricted shares obtained by the incentive object do not meet the conditions for lifting the restriction, the restriction shall not be lifted or deferred to the next period. The above restricted shares shall be repurchased and cancelled by the company at the grant price.
In addition to the above adjustments, other contents of the incentive plan (Draft) and its summary and the assessment management measures remain unchanged.
3、 Impact of this adjustment on the company
This time, the company adjusted the performance assessment indicators of the company from 2022 to 2023 in the restricted stock incentive plan of 2021, fully considered the development environment of the downstream aquaculture industry and the overall demand for veterinary medicine products, and combined with the response measures taken by the industry competition situation and the actual operation of the company, and the assessment indicators were set reasonably. This adjustment can better stimulate the work enthusiasm of the company’s senior managers and core backbone employees, play a positive role in promoting the construction of the company’s core team, ensure the realization of the company’s future development strategy and business objectives, will not have an adverse impact on the company’s financial status and operating results, and there is no situation that leads to the lifting of sales restrictions in advance and the reduction of grant price, There is no damage to the rights and interests of the company and all shareholders, especially minority shareholders.
4、 Review procedures and special opinions
(I) review procedure
The 22nd Meeting of the second board of directors and the 19th meeting of the second board of supervisors respectively deliberated and adopted the proposal on adjusting the company’s performance evaluation indicators of the company’s restricted stock incentive plan in 2021, which needs to be submitted to the first extraordinary shareholders’ meeting of the company in 2022 for deliberation.
(II) opinions of independent directors
After verification, the company adjusted the performance evaluation indicators of the restricted stock incentive plan in 2021 for the year 2022-2023 based on the fact that the downstream aquaculture industry has entered a downward cycle and the overall demand for veterinary medicine products will be reduced. In order to effectively stimulate the work enthusiasm and enthusiasm of the incentive objects, more effectively deal with the new industry competition situation in the future and ensure the long-term and stable development of the company, Realize the high unity of the interests of shareholders, the interests of the company and the interests of incentive objects. This adjustment does not harm the interests of the company and all shareholders, especially the minority shareholders. The review and voting procedures comply with the provisions of relevant laws and regulations such as the measures for the administration of equity incentive of listed companies and the articles of association, the Hvsen Biotechnology Co.Ltd(300871) 2021 restricted stock incentive plan (Draft) and other documents, and do not involve the avoidance of voting by related directors.
Therefore, the independent directors unanimously agreed to adjust the performance evaluation indicators at the company level in 2022-2023 of the restricted stock incentive plan in 2021, and agreed to submit the matter to the first extraordinary general meeting of shareholders in 2022 for deliberation.
(III) opinions of the board of supervisors
The board of supervisors of the company believes that the adjustment of the performance evaluation indicators of the company in 2022-2023 of the restricted stock incentive plan in 2021 can further stimulate the enthusiasm of the company’s senior managers and core backbone employees, which is conducive to the long-term sustainable development of the company. There is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders, and the voting procedures and processes are legal and compliant, Comply with relevant laws and regulations.
(IV) lawyer’s opinion
The lawyer of Guohao law firm (Shenzhen) believes that as of the date of issuance of this legal opinion, the adjustment of the company has fulfilled the necessary approval and authorization at this stage and needs to be submitted to the general meeting of shareholders for deliberation and approval; The adjustment of the equity incentive plan complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the administrative measures and other laws, regulations and normative documents as well as the relevant provisions of the incentive plan (Draft).
5、 Documents for future reference
(I) resolutions of the 22nd Meeting of the second board of directors;
(II) resolutions of the 19th meeting of the second board of supervisors;
(III) independent opinions of independent directors on matters related to the 22nd Meeting of the second board of directors; (IV) legal opinion of Guohao law firm (Shenzhen) on Hvsen Biotechnology Co.Ltd(300871) adjusting the performance evaluation indicators of companies under the restricted stock incentive plan in 2021.
It is hereby announced.
Hvsen Biotechnology Co.Ltd(300871) board of directors January 22, 2022
