Securities code: 688179 securities abbreviation: Shanghai Aladdin Biochemical Technology Co.Ltd(688179) Announcement No.: 2022-006 Shanghai Aladdin Biochemical Technology Co.Ltd(688179)
Announcement on reserving and granting restricted shares to incentive objects
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:
Reserved grant date of restricted shares: February 16, 2022
Reserved grant number of restricted shares: 250000 shares, accounting for 0.25% of the current total share capital of the company of 100.9334 million shares
Equity incentive method: the second type of restricted stock
According to the reserved grant conditions for restricted shares in 2021 stipulated in Shanghai Aladdin Biochemical Technology Co.Ltd(688179) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as "incentive plan (Draft)" or "this incentive plan"), the reserved grant conditions for restricted shares in 2021 have been fulfilled, and according to the authorization of Shanghai Aladdin Biochemical Technology Co.Ltd(688179) (hereinafter referred to as "the company") at the second extraordinary general meeting in 2021, At the 22nd Meeting of the third board of directors and the 18th meeting of the third board of supervisors held on February 16, 2022, the company deliberated and adopted the proposal on reserving and granting restricted shares to incentive objects, and determined February 16, 2022 as the reserved grant date to grant 250000 restricted shares to 29 incentive objects at the grant price of 40 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 November 11, 2021, the company held the 20th meeting of the third board of directors, which deliberated and adopted the proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company's assessment and management method for the implementation of the restricted stock incentive plan in 2021 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. 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 16th meeting of the third board of supervisors, deliberated and adopted the proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2021 restricted stock incentive plan, and the proposal on verifying the list of incentive objects of the company's 2021 restricted stock incentive plan. The board of supervisors of the company issued verification opinions on the incentive plan. 2. On November 12, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the Shanghai Aladdin Biochemical Technology Co.Ltd(688179) announcement on the public solicitation of entrusted voting rights by independent directors (Announcement No.: 2021-053). According to the entrustment of other independent directors of the company, Mr. Huang zunshun, as the collector, solicited voting rights from all shareholders of the company on the proposals related to the 2021 fixed-term stock incentive plan deliberated at the second extraordinary general meeting of shareholders in 2021.
3. From November 12, 2021 to November 22, 2021, the company publicized the list of proposed incentive objects internally. 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 November 23, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the announcement and verification opinions of the Shanghai Aladdin Biochemical Technology Co.Ltd(688179) board of supervisors on the list of incentive objects of the company's restricted stock incentive plan in 2021 (Announcement No.: 2021-057). 4. On November 29, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary, and the proposal on the measures for the implementation and assessment of the company's 2021 restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The company's implementation of the incentive plan is approved by the general meeting of shareholders, and the board of directors is authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when incentive objects meet the conditions, and handle all matters necessary for the grant of restricted shares.
5. On November 30, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclose the Shanghai Aladdin Biochemical Technology Co.Ltd(688179) self inspection report on the trading of the company's shares by insiders of the restricted stock incentive plan in 2021 (Announcement No.: 2021-059).
6. On December 6, 2021, the company held the 21st Meeting of the third board of directors and the 17th 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 2021 and the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed independent opinions on the first grant, believing that the conditions for the first grant have been met, the subject qualification of the incentive object granted for the first time is legal and valid, and the determined first grant date complies with relevant regulations. The board of supervisors issued verification opinions on the list of incentive objects on the first grant date.
7. On February 16, 2022, the company held the 22nd Meeting of the third board of directors and the 18th meeting of the third board of supervisors, deliberated and adopted the proposal on reserving and granting restricted shares to incentive objects. The independent directors of the company expressed independent opinions on the reserved grant matters, and believed that the reserved grant conditions had been achieved, the subject qualification of the incentive object of the reserved grant was legal and valid, and the determined reserved grant date met the relevant provisions. The board of supervisors issued verification opinions on the list of incentive objects reserved for the grant date.
(II) differences between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders
The content of this grant is consistent with the relevant content of the incentive plan approved by the second extraordinary general meeting of shareholders in 2021.
(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 grant conditions in the incentive plan (Draft), the restricted shares granted to the incentive object shall meet the following conditions at the same time:
(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 The company has not distributed its profits in accordance with the laws and regulations within 36 months after the 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 granted this time have any of the above circumstances, and there are no other circumstances that cannot be granted or become the incentive object. The reserved conditions for granting this 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 to implement the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan; The incentive objects reserved and granted in this incentive plan have the qualifications specified in the company law of the people's Republic of China and other laws, regulations and normative documents, and meet the conditions of incentive objects specified in the measures for the administration of equity incentive of listed companies and the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, It complies with the scope of incentive objects specified in the company's 2021 restricted stock incentive plan (Draft) and its summary, and its subject qualification as the incentive object of the company's 2021 restricted stock incentive plan is legal and effective.
(2) The company determines that the reserved grant date of this incentive plan complies with the relevant provisions on the grant date in the administrative measures for equity incentive of listed companies and the 2021 restricted stock incentive plan (Draft) and its abstract. Therefore, the board of supervisors agreed that the reserved grant date of the company's restricted stock incentive plan was February 16, 2022, and agreed to grant 250000 restricted shares to 29 incentive objects at the grant price of 40 yuan / share.
3. Relevant explanations of independent directors on whether the grant meets the conditions
(1) According to the authorization of the company's second extraordinary general meeting in 2021, the board of directors determined that the reserved grant date of the incentive plan of the company is February 16, 2022, which complies with the relevant provisions on the grant date in the administrative measures for equity incentive of listed companies and other laws and regulations and the company's restricted stock incentive plan in 2021 (Draft).
(2) It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
(3) The company determines that the incentive objects granted with restricted shares this time comply with the relevant laws and regulations such as the company law, the securities law and the provisions on job qualifications in the articles of association, the incentive object conditions specified in the measures for the administration of equity incentive of listed companies, and the scope of incentive objects specified in the 2021 restricted stock incentive plan (Draft), Its subject qualification as the incentive object of the company's restricted stock incentive plan in 2021 is legal and effective.
(4) The company's implementation of this incentive plan is conducive to further improve the corporate governance structure, improve the incentive and restraint mechanism 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, it is agreed that the reserved grant date of the company's incentive plan is February 16, 2022, and it is agreed to grant 250000 restricted shares to 29 incentive objects at the grant price of 40 yuan / share.
(IV) specific conditions of this grant
1. Reserved grant date: February 16, 2022
2. Number of reserved grants: 250000 shares, accounting for 0.25% of the current total share capital of the company of 100.9334 million shares 3. Number of reserved grants: 29
4. Grant price: 40 yuan / share
The reserved grant price is consistent with the first grant price.
The average transaction price of the first trading day before the announcement of the draft incentive plan is 66.11 yuan / share, and the grant price accounts for 61% of the average transaction price of the first trading day;
The average transaction price in the 20 trading days before the announcement of the draft incentive plan is 68.32 yuan / share, and the grant price accounts for 59% of the average transaction price in the first 20 trading days.
The average transaction price of 60 trading days before the announcement date of the draft incentive plan is 82.88 yuan / share, and the grant price accounts for 48% of the average transaction price of the first 60 trading days.
The average transaction price of 120 trading days before the announcement date of the draft incentive plan is 102.29 yuan / share, and the grant price accounts for 39% of the average transaction price of the first 120 trading days.
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 76 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 under 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 and shall not be vested within the following periods:
① 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 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.
If relevant laws, administrative regulations and departmental rules have other provisions on the period that cannot be attributed, the relevant provisions shall prevail.
The ownership proportion of each batch of restricted shares granted by the incentive plan is as follows:
Number of vested interests
Vesting arrangement vesting time accounts for the total amount of equity granted
Proportion of quantity
The first vesting period is from the first trading day after 16 months from the date of grant to 20% of the date of grant
The last trading day within 28 months from the date of
The second vesting period is from the first trading day after 28 months from the date of grant to 15% of the date of grant
