Securities code: 600513 securities abbreviation: Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) Announcement No.: 2022-004
Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513)
About the first release period of the company's restricted stock incentive plan in 2019
Failure to lift the restrictions on sales and adjust the repurchase price and cancel the repurchase
Announcement of some restricted stocks
Special note: 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. Special tips:
1. The number of restricted shares to be repurchased and cancelled this time is 844696 shares, and the repurchase price is 3.98 yuan / share. 2. After the cancellation of this repurchase, the total share capital of the company will be reduced from 287990370 shares to 287145674 shares.
On January 21, 2022, the second extraordinary meeting of the eighth board of directors of Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) (hereinafter referred to as "the company") deliberated and adopted the proposal on adjusting the repurchase price of restricted shares and the proposal on the failure to lift the restrictions during the first lifting period of the company's restricted stock incentive plan in 2019 and the repurchase and cancellation of some restricted shares, According to the provisions of the company's 2019 restricted stock incentive plan (Draft) and the annual equity distribution in 2019 and 2020, it is agreed to adjust the restricted stock repurchase price, and the adjusted restricted stock repurchase price is 3.98 yuan / share. At the same time, in view of the performance evaluation target of the first release period of the company's restricted stock incentive plan in 2019, the growth rate of net profit in 2020 over 2018 is lower than the 75th percentile of the benchmark enterprise, and the conditions for the release of restrictions in the first release period of the restricted stock incentive plan in 2019 are not met, according to the company's restricted stock incentive plan in 2019 (Draft) According to the measures for the assessment and management of the implementation of the company's restricted stock incentive plan in 2019, it is agreed to repurchase and cancel 844696 restricted shares of 14 incentive objects that do not meet the conditions for lifting the restrictions in the first lifting period, and the repurchase price is 3.98 yuan / share. The relevant matters are explained as follows:
1、 Relevant approval procedures for the restricted stock incentive plan have been performed
1. On April 29, 2019, the second extraordinary meeting of the seventh board of directors and the first extraordinary meeting of the seventh board of supervisors respectively deliberated and adopted the proposal on Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) 2019 restricted stock incentive plan (Draft) and its summary and other relevant proposals. The independent directors of the company have expressed independent opinions on matters related to the equity incentive plan of the company.
2. From April 30, 2019 to May 9, 2019, the company publicized the names and positions of the list of incentive objects on the company's bulletin board. During the publicity period, the board of supervisors of the company did not receive any objection related to the proposed incentive objects of the incentive plan. On May 15, 2019, the company announced the verification opinions and publicity statement of the board of supervisors on the list of incentive objects of the company's restricted stock incentive plan in 2019 issued by the board of supervisors. 3. On May 17, 2019, the company disclosed the reply on agreeing to Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) implement the 2019 restricted stock incentive plan (YGZ [2019] No. 55) received by Jiangsu Jinmao Chemical Pharmaceutical Group Co., Ltd. by the state owned assets supervision and Administration Commission of Yangzhou Municipal People's Government (hereinafter referred to as "Yangzhou SASAC"), Yangzhou SASAC agrees in principle to Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) implement the 2019 restricted stock incentive plan.
4. On June 5, 2019, the first extraordinary general meeting of Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) 2019 deliberated and adopted the proposal on and its summary Proposal on the management measures for the implementation and assessment of Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) 2019 restricted stock incentive plan and proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive.
5. On June 24, 2019, the fourth extraordinary meeting of the seventh board of directors and the second extraordinary meeting of the seventh board of supervisors respectively deliberated and adopted the proposal on adjusting the grant price of the company's restricted stock incentive plan in 2019 and the proposal on granting restricted shares to incentive objects. The independent directors of the company expressed their agreed independent opinions on relevant matters, and the board of supervisors of the company issued verification opinions.
6. On July 18, 2019, the company completed the registration procedures of restricted shares granted by the incentive plan in Shanghai Branch of China Securities Depository and Clearing Co., Ltd.
7. On December 27, 2019, the company held the eighth interim meeting of the seventh board of directors and the third interim meeting of the seventh board of supervisors, deliberated and approved the proposal on repurchase and cancellation of some restricted shares, and agreed that the company repurchase and cancel 115000 shares of authorized unlocked restricted shares, with a repurchase price of 4.172 yuan / share. On the same day, the independent directors gave their independent opinions and the board of supervisors gave their verification opinions.
8. On January 13, 2020, the company held the first extraordinary general meeting of shareholders in 2020, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares.
9. On March 11, 2020, the company completed the repurchase and cancellation of some restricted shares. 10. On January 21, 2022, the second extraordinary meeting of the eighth board of directors and the second extraordinary meeting of the eighth board of supervisors deliberated and approved the proposal on adjusting the repurchase price of restricted shares and the proposal on the first release period of the company's restricted stock incentive plan in 2019, the failure to remove the restricted conditions and the repurchase and cancellation of some restricted shares, It is agreed to repurchase and cancel 844696 restricted shares of 14 incentive objects that do not meet the conditions for lifting the restrictions in the first lifting period, and the repurchase price is 3.98 yuan / share. The independent directors of the company expressed independent opinions on relevant matters.
2、 Explanation on price adjustment of restricted stock repurchase
According to the provisions of the incentive plan, if the company repurchases or cancels restricted shares according to the provisions of the incentive plan, unless otherwise agreed in the incentive plan, the repurchase price is the grant price. After the restricted shares granted to the incentive object are registered, if the company has any matters that affect the total share capital or the stock price of the company, such as the conversion of capital reserve into share capital, distribution of stock dividends, share splitting, allotment or reduction of shares, dividend distribution, etc., the company shall adjust the repurchase price of the restricted shares that have not been lifted.
1. On May 22, 2020, the company held the 2019 annual general meeting of shareholders, deliberated and approved the proposal on profit distribution of the company in 2019, and agreed that the company would distribute a cash dividend of RMB 0.084 (including tax) per share based on the total share capital of 287990370 shares.
The scheme has been implemented on June 23, 2020. After the completion of the above profit distribution, the repurchase price of restricted shares in the incentive plan shall be adjusted from 4.172 yuan / share to 4.088 yuan / share.
Calculation formula: P = p0-v = 4.172-0.084 = 4.088 yuan / share.
Where: P0 is the grant price before adjustment; V is the dividend per share; P is the adjusted grant price. 2. On April 26, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on profit distribution of the company in 2020, and agreed that the company would distribute a cash dividend of RMB 0.108 (including tax) per share based on the total share capital of 287990370 shares. The scheme has been implemented on June 18, 2021. After the completion of the above profit distribution, the repurchase price of restricted shares in the incentive plan shall be adjusted from 4.088 yuan / share to 3.98 yuan / share.
Calculation formula: P = p0-v = 4.088-0.108 = 3.98 yuan / share.
Where: P0 is the grant price before adjustment; V is the dividend per share; P is the adjusted grant price.
3、 The reason, quantity, price and source of repurchase funds for the cancellation of restricted shares in this repurchase
1. Reasons and number of restricted shares cancelled in this repurchase
In view of the company's performance assessment target in the first lifting period of the restricted stock incentive plan in 2019, the growth rate of net profit in 2020 over 2018 is lower than the 75th percentile of the benchmark enterprise, which fails to meet the conditions for lifting the restrictions in the first lifting period of the restricted stock incentive plan in 2019. In 2019, the restricted stock incentive plan granted 15 persons. Due to resignation, a total of 1 person no longer qualified as an incentive object. The company has repurchased and cancelled all the restricted shares held by this person. According to the company's 2019 restricted stock incentive plan (Draft) and the company's 2019 restricted stock incentive plan implementation assessment management measures, 844696 restricted shares of the remaining 14 incentive objects that did not meet the conditions for lifting the restrictions in the first lifting period were repurchased and cancelled, and the repurchase price was 3.98 yuan / share.
2. The price of restricted shares to be repurchased and cancelled this time
On January 21, 2022, the second extraordinary meeting of the eighth board of directors and the second extraordinary meeting of the eighth board of supervisors deliberated and adopted the proposal on adjusting the repurchase price of restricted shares. According to the provisions of the company's 2019 restricted stock incentive plan (Draft) and the annual equity distribution in 2019 and 2020, It is agreed to adjust the repurchase price of restricted shares, and the adjusted repurchase price of restricted shares is 3.98 yuan / share.
3. Source of funds for this repurchase of restricted shares
For this restricted stock repurchase, the company plans to pay a total repurchase price of RMB 3361890.08, and the repurchase funds are the company's own funds.
4、 Changes in share capital structure after the cancellation of this repurchase
Unit: shares
Before the current change of category, this decrease after this change
Shares with limited sales conditions 2534100 844696 1689404
Tradable shares without restrictions 285456270 0 285456270
Total 287990370 844696 287145674
The above changes in share capital structure shall be subject to the share capital structure table issued by China Securities Depository and Clearing Co., Ltd. Shanghai branch after the completion of repurchase and cancellation.
5、 Impact of this repurchase cancellation on the company
The repurchase and cancellation of restricted shares will not have a material impact on the company's financial status and operating results, nor will it affect the diligence of the company's management team. The company's management team will continue to earnestly perform their duties and create value for shareholders.
6、 Follow up work arrangement of this repurchase cancellation plan
The board of directors of the company will go through the relevant procedures for the cancellation of this repurchase in accordance with the provisions of Shanghai Stock Exchange and China Securities Depository and Clearing Co., Ltd. Shanghai Branch, and fulfill the obligation of information disclosure in a timely manner.
7、 Opinions of independent directors
In view of the performance assessment target of the company's restricted stock incentive plan in 2019 for the first release period, the growth rate of net profit in 2020 over 2018 is lower than the 75th percentile of the benchmark enterprise, and the conditions for the release of restrictions in the first release period of the restricted stock incentive plan in 2019 are not met, according to the company's restricted stock incentive plan in 2019 (Draft) According to the administrative measures for the assessment of the implementation of the company's restricted stock incentive plan in 2019, the Company repurchased and cancelled 844696 restricted shares of 14 incentive objects that did not meet the conditions for lifting the restrictions in the first lifting period. The above procedures are legal and comply with the measures for the administration of equity incentive of listed companies, the company's 2019 restricted stock incentive plan (Draft) and other relevant provisions. There is no situation that damages the interests of the company and all shareholders and will not have a material impact on the company's financial status and operating results. It is agreed that the company shall repurchase and cancel some restricted shares that do not meet the incentive conditions in accordance with relevant procedures, and submit them to the general meeting of shareholders for deliberation.
8、 Opinions of the board of supervisors
After deliberation, the board of supervisors held that: in view of the performance assessment target of the first lifting of the restriction period of the company's restricted stock incentive plan in 2019, the growth rate of net profit in 2020 compared with 2018 is lower than the 75th percentile of the benchmark enterprise, and the conditions for lifting the restriction in the first lifting period of the restricted stock incentive plan in 2019 are not met, according to the company's restricted stock incentive plan in 2019 (Draft) According to the administrative measures for the assessment of the implementation of the company's restricted stock incentive plan in 2019, the Company repurchased and cancelled 844696 restricted shares of 14 incentive objects that did not meet the conditions for lifting the restrictions in the first lifting period. The above procedures are legal and comply with the measures for the administration of equity incentive of listed companies, the company's 2019 restricted stock incentive plan (Draft) and other relevant provisions. There is no situation that damages the interests of the company and all shareholders and will not have a material impact on the company's financial status and operating results. The board of supervisors agrees that the company shall repurchase and cancel some restricted shares that have not met the incentive conditions in accordance with relevant procedures.
9、 Lawyer's legal opinion
The lawyer of Shanghai Branch of Beijing Jingtian Gongcheng law firm believes that as of the date of issuance of this legal opinion, the adjustment of repurchase price and repurchase and cancellation of some restricted shares in this incentive plan have obtained the necessary approval and authorization at this stage, which is in line with the measures for the administration of equity incentive of listed companies and the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China) Notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies
