Securities code: 688575 securities abbreviation: Shenzhen Yhlo Biotech Co.Ltd(688575) Announcement No.: 2022-016 Shenzhen Yhlo Biotech Co.Ltd(688575)
About adjusting the incentive plan of restricted stocks in 2022
Announcement of relevant matters
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.
Shenzhen Yhlo Biotech Co.Ltd(688575) (hereinafter referred to as “the company”) held the first extraordinary general meeting of shareholders in 2022 on February 7, 2022, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2022 (Draft) > and its summary. According to the company’s 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)” or “this incentive plan”) 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, The proposal on adjusting the incentive plan for restricted stocks in 2022 was considered and adopted. The relevant matters are explained as follows:
1、 Decision making procedures and approval of equity incentive plan
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 board of supervisors, 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 verifying the list of incentive objects granted by the company’s 2022 restricted stock incentive plan for the first time were reviewed and approved, 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.
2、 Reasons and results of adjustment
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.
3、 Impact of this adjustment on the company
The company’s adjustment of the list of incentive objects and the number of rights and interests granted for the first time in the 2022 restricted stock incentive plan will not have a material impact on the company’s financial status and operating results, and there is no damage to the interests of the company and all shareholders.
4、 Opinions of independent directors
The independent directors believe that the company’s adjustment of the list of incentive objects and the number of rights and interests granted for the first time in the 2022 restricted stock incentive plan complies with the relevant provisions of laws and regulations such as the administrative measures for equity incentive of listed companies and the incentive plan (Draft), and has fulfilled the necessary approval procedures, without damaging the interests of the company and shareholders.
In conclusion, the independent directors agree that the company will adjust the list of incentive objects and the number of rights and interests granted for the first time under the restricted stock incentive plan in 2022.
5、 Opinions of the board of supervisors
The board of supervisors of the company believes that the adjustment of the list of incentive objects and the number of rights and interests granted for the first time in the restricted stock incentive plan in 2022 complies with the provisions of relevant laws and regulations such as the measures for the administration of equity incentive of listed companies and the relevant provisions of the incentive plan (Draft), and there is no damage to the interests of the shareholders of the company; The adjusted incentive objects meet the conditions as incentive objects specified in relevant laws and regulations, and the subject qualification is legal and effective. It is agreed that the company will adjust the list of incentive objects and the number of rights and interests granted for the first time in the 2022 restricted stock incentive plan.
6、 Concluding observations of legal opinions
The legal adviser of the company, the lawyer of Beijing JUNHE (Shenzhen) law firm, believes that as of the issuance date of this legal opinion:
1. The incentive plan, the adjustment of the incentive plan and the first grant have obtained the necessary approval and authorization, and comply with the relevant provisions of the management measures, the regulatory guide and the incentive plan (Draft);
2. The content of this incentive plan adjustment complies with the relevant provisions of the management measures, the supervision guide and the incentive plan (Draft);
3. The grant date of the first award of the incentive plan complies with the relevant provisions on the grant date in the administrative measures and the incentive plan (Draft);
4. As of the first grant date, the grant conditions of this incentive plan have been met, and the company’s granting of restricted shares to incentive objects complies with the relevant provisions of the administrative measures and the incentive plan (Draft).
5. The information disclosure obligations performed by the company comply with the provisions of the administrative measures, the listing rules and the business guide; With the implementation of this incentive plan, the company still needs to continue to perform the corresponding information disclosure obligations in accordance with the provisions of relevant laws, regulations and normative documents.
7、 Documents for future reference
1. Shenzhen Yhlo Biotech Co.Ltd(688575) resolution of the fifth meeting of the third board of directors;
2. Shenzhen Yhlo Biotech Co.Ltd(688575) resolution of the fifth meeting of the third board of supervisors;
3. Shenzhen Yhlo Biotech Co.Ltd(688575) independent directors’ independent opinions on matters related to the fifth meeting of the third board of directors;
4. Legal opinion of Beijing JUNHE (Shenzhen) law firm on the adjustment and initial grant of Shenzhen Yhlo Biotech Co.Ltd(688575) restricted stock incentive plan in 2022.
It is hereby announced.
Shenzhen Yhlo Biotech Co.Ltd(688575) board of directors February 8, 2022
