Securities code: 688575 securities abbreviation: Shenzhen Yhlo Biotech Co.Ltd(688575) Announcement No.: 2022-
017
Shenzhen Yhlo Biotech Co.Ltd(688575)
Announcement on granting restricted shares to incentive objects for the first time
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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law. Important content tips:
First grant date of restricted shares: February 7, 2022
Number of restricted shares granted for the first time: 1.633 million shares, accounting for about 0.40% of the current total share capital of the company. Equity incentive method: type II restricted shares
The company’s restricted stock grant conditions in 2022 stipulated in the Shenzhen Yhlo Biotech Co.Ltd(688575) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)” or the “incentive plan”) have been met. According to the authorization of the first extraordinary general meeting of shareholders in 2022 of Shenzhen Yhlo Biotech Co.Ltd(688575) (hereinafter referred to as the “company”), the, The company held the fifth meeting of the third board of directors and the fifth meeting of the third board of supervisors on February 7, 2022, deliberated and adopted the proposal on the first grant of restricted shares to incentive objects, determined February 7, 2022 as the first grant date, and granted 1633000 restricted shares to 63 eligible incentive objects at the grant price of 16.00 yuan / share, The relevant matters are explained as follows:
1、 Restricted stock grants
(I) decision-making procedures and information disclosure performed in this restricted stock grant
1. On January 14, 2022, the company held the third meeting of the third board of directors, The proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2022 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 restricted stock incentive plan were reviewed and approved. The independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan.
On the same day, the company held the third meeting of the third session of the board of supervisors, deliberated and approved the proposal on the management measures for the implementation and assessment of the company’s 2022 ticket incentive plan and the proposal on verifying the list of incentive objects first granted by the company’s 2022 restricted stock incentive plan, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. On January 15, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the Shenzhen Yhlo Biotech Co.Ltd(688575) announcement on the public solicitation of entrusted voting rights by independent directors (Announcement No.: 2022-006). According to the entrustment of other independent directors of the company, Mr. Liu Dengming, the independent director, as the collector, solicited voting rights from all shareholders of the company on the proposals related to the 2022 fixed-term stock incentive plan deliberated at the first extraordinary general meeting of shareholders in 2022.
3. From January 17, 2022 to January 27, 2022, the company publicized the list of incentive objects granted for the first time in the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects of the incentive plan. On January 28, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the announcement and verification opinions of the Shenzhen Yhlo Biotech Co.Ltd(688575) board of supervisors on the list of incentive objects first granted by the company’s restricted stock incentive plan in 2022 (Announcement No.: 2022-013).
4. On February 7, 2022, the company held the first extraordinary general meeting of shareholders in 2022, The proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2022 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 restricted stock incentive plan were reviewed and passed, It was posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 8, 2022 Disclosed the Shenzhen Yhlo Biotech Co.Ltd(688575) self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2022 (Announcement No.: 2022-015).
5. On February 7, 2022, the company held the fifth meeting of the third board of directors and the fifth meeting of the third board of supervisors, deliberated and adopted the proposal on adjusting the matters related to the incentive plan of restricted shares in 2022 and the proposal on the first grant of restricted shares to incentive objects. The board of directors agreed that the first grant date of restricted shares was February 7, 2022, Grant 1.633 million restricted shares to 63 incentive objects at the grant price of 16.00 yuan / share. The independent directors of the company expressed their independent opinions on the matter and believed that the grant conditions had been met, the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions. The board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
(II) the difference between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders
In view of the fact that among the incentive objects first granted by the company’s restricted stock incentive plan in 2022, two incentive objects voluntarily give up the qualification and corresponding equity shares of the rights granted by the incentive plan for personal reasons, involving 25000 restricted shares to be granted by the company.
According to the above situation and the authorization of the company’s first extraordinary general meeting in 2022, the company held the fifth meeting of the third board of directors and the fifth meeting of the third board of supervisors on February 7, 2022, and deliberated and adopted the proposal on adjusting matters related to the incentive plan of restricted stocks in 2022, The list of incentive objects granted for the first time and the number of rights and interests granted have been adjusted. After this adjustment, the number of incentive objects granted for the first time in the company’s restricted stock incentive plan was adjusted from 65 to 63, the number of restricted shares granted for the first time was adjusted from 1658000 to 163300, and the number of restricted shares reserved for grant was adjusted from 342000 to 367000.
In addition to the above adjustments, other contents of the incentive plan implemented this time are consistent with the incentive plan deliberated and approved by the company’s first extraordinary general meeting of shareholders in 2022.
(III) explanation of the board of directors on whether the grant conditions are met, and clear opinions issued by the independent directors and the board of supervisors 1. Relevant explanation of the board of directors on whether the grant conditions are met
According to the provisions of the incentive plan, when the following grant conditions are met at the same time, the company will grant restricted shares to the incentive object. On the contrary, if any of the following grant conditions are not met, restricted shares cannot be granted to the incentive object.
(1) The company is not under any of the following circumstances:
① The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
② The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
③ Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
④ Equity incentive is not allowed according to laws and regulations;
⑤ Other circumstances recognized by the CSRC.
(2) The incentive object does not have any of the following situations:
① Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
② In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
③ 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;
④ Those who are not allowed to serve as senior managers of the company as stipulated in the company law of the people’s Republic of China; ⑤ Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
⑥ Other circumstances recognized by the CSRC.
After careful verification, the board of directors of the company has determined that neither the company nor the incentive object has any of the above circumstances, and there are no other circumstances that cannot be granted or become the incentive object. The granting conditions of the incentive plan have been met.
2. Relevant explanations of the board of supervisors on whether the grant meets the conditions
(1) The company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan; The incentive objects of this incentive plan have the qualifications specified in the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other laws, regulations and normative documents, and meet the conditions of incentive objects specified in the administrative measures and the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules”), It complies with the scope of incentive objects specified in the incentive plan (Draft) and its summary, and its subject qualification as the incentive object of the company’s restricted stock incentive plan in 2022 is legal and effective.
(2) The company determines that the first grant date of the incentive plan complies with the relevant provisions on the grant date in the administrative measures and the incentive plan (Draft) and its abstract.
Therefore, the board of supervisors agreed that the first grant date of the company’s incentive plan was February 7, 2022, and granted 1633000 restricted shares to 63 eligible incentive objects at the grant price of 16.00 yuan / share. 3. Relevant explanations of independent directors on whether the grant meets the conditions
(1) According to the authorization of the company’s first extraordinary general meeting in 2022, the board of directors determined that the first grant date of the incentive plan of the company was February 7, 2022, which was in line with the administrative measures and other laws and regulations and the relevant provisions on the grant date in the incentive plan (draft).
(2) It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
(3) The incentive objects granted with restricted shares determined by the company comply with the relevant laws and regulations and the provisions on the qualification of the incentive plan in the articles of association, the conditions of incentive objects specified in the management measures and the scope of incentive objects specified in the incentive plan, Its subject qualification as the incentive object of the company’s restricted stock incentive plan in 2022 is legal and effective.
(4) The company’s implementation of this incentive plan is conducive to further improve the corporate governance structure, establish and improve the company’s incentive and restraint mechanism, enhance the company’s management team and key personnel’s sense of responsibility and mission to realize the sustainable and healthy development of the company, and is conducive to the sustainable development of the company without damaging the interests of the company and all shareholders.
In conclusion, the independent directors agree that the first grant date of the incentive plan of the company is February 7, 2022, and grant 1.633 million restricted shares to 63 eligible incentive objects at the grant price of 16.00 yuan / share.
(IV) specific conditions of the first grant
1. First grant date: February 7, 2022.
2. Number of First grants: 1.633 million shares, accounting for about 0.40% of the current total share capital of 405 million shares.
3. Number of First grants: 63.
4. Initial grant price: 16.00 yuan / share
5. Stock source: the company issues A-share common stock to the incentive object.
6. Validity period, vesting period and vesting arrangement of incentive plan
(1) The validity period of this incentive plan shall be no more than 48 months from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid.
(2) The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive object meets the corresponding vesting conditions. The vesting date must be the trading day, but shall not be vested within the following periods:
① Within 30 days before the announcement of the company’s periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
② Within 10 days before the announcement of the company’s performance forecast and performance express;
③ From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to 2 trading days after disclosure according to law;
④ Other periods prescribed by the CSRC and the Shanghai Stock Exchange.
The above “major events” are transactions or other major events that the company should disclose in accordance with the listing rules.
If relevant laws, administrative regulations and departmental rules have other provisions on the period that cannot be attributed, the relevant provisions shall prevail.
The vesting period and arrangement of restricted shares granted for the first time and reserved for grant under the incentive plan are as follows:
The proportion of the number of vested rights and interests in the total amount of granted rights and interests
The first grant and reserved grant shall be the first one after 12 months from the date of the first grant / reserved grant
50% within 24 months from the trading day of the first vesting period to the date of the first grant / reserved grant
Until the last trading day of
The first grant and reserved grant shall be the first 24 months after the date of the first grant / reserved grant
50% within 36 months from the trading day of the second vesting period to the date of the first grant / reserved grant
Until the last trading day of
7. List of incentive objects and Awards
