Securities code: Bloomage Biotechnology Corporation Limited(688363) securities abbreviation: Bloomage Biotechnology Corporation Limited(688363) Announcement No.: 2022009 Bloomage Biotechnology Corporation Limited(688363)
About adjusting the incentive plan of restricted stocks in 2021
Announcement of first award price
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.
Bloomage Biotechnology Corporation Limited(688363) (hereinafter referred to as “the company”) held the 29th meeting of the first board of directors and the 24th Meeting of the first board of supervisors on March 10, 2022, and deliberated and adopted the proposal on adjusting the first grant price of the restricted stock incentive plan in 2021 respectively, The board of directors agreed to adjust the initial grant price of 2021 restricted stock incentive plan (hereinafter referred to as “stock incentive plan”) from 78 yuan / share to 77.59 yuan / share. The relevant matters are explained as follows:
1、 Decision making procedures and information disclosure of the restricted stock incentive plan
1. On January 18, 2021, the company held the 19th meeting of the first board of directors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary Proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021 and proposal on submitting to 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 scientificity and rationality of the incentive plan and assessment indicators.
On the same day, the company held the 14th meeting of the first board of supervisors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the restricted stock incentive plan in 2021, and the proposal on reviewing the list of incentive objects of the company’s restricted stock incentive plan in 2021, The board of supervisors of the company checked the relevant matters of the incentive plan and issued relevant verification opinions.
2. From January 19, 2021 to January 28, 2021, the company publicized the names and positions of the incentive objects to be 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 granted for the first time in this incentive plan. On January 29, 2021, Shanghai Stock Exchange (www.sse. CN) Disclosed the announcement and verification opinions of Bloomage Biotechnology Corporation Limited(688363) board of supervisors on the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021 (Announcement No.: 2021009).
3. On February 3, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary Proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021 and proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. On February 4, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclose the announcement of the resolution of the first extraordinary general meeting of shareholders in Bloomage Biotechnology Corporation Limited(688363) 2021 (Announcement No.: 2021011), the self inspection report of Bloomage Biotechnology Corporation Limited(688363) on the insider information of the restricted stock incentive plan in 2021 (Announcement No.: 2021010) and the restricted stock incentive plan in Bloomage Biotechnology Corporation Limited(688363) 2021.
4. On March 10, 2021, the company held the 21st Meeting of the first board of directors and the 15th meeting of the first board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. The board of Directors considers that the grant conditions specified in the incentive plan have been met and agrees to determine March 10, 2021 as the first grant date. The independent directors of the company expressed their independent opinions on this matter and believed that the subject qualification of the incentive object granted for the first time was legal and effective, and the determined first grant date met the relevant provisions. The board of supervisors checked the list of incentive objects as of the first grant date and issued verification opinions.
5. The first meeting of the twenty sixth board of directors held on November, 2021, respectively, considered and adopted the proposal on reserved incentive objects. The board of Directors considers that the grant conditions specified in the incentive plan have been met and agrees to determine November 1, 2021 as the reserved grant date. The independent directors of the company expressed their independent opinions on this matter and believed that the subject qualification of the incentive object reserved for grant was legal and effective, and the determined reserved grant date met the relevant provisions. The board of supervisors checked the list of incentive objects as of the reserved grant date and issued verification opinions.
6. On March 10, 2022, the company held the 29th meeting of the first board of directors and the 24th Meeting of the first board of supervisors, The proposal on adjusting the price of the first grant of the restricted stock incentive plan in 2021, the proposal on Abolishing part of the restricted shares granted but not yet vested in the restricted stock incentive plan in 2021 and the proposal on meeting the vesting conditions in the first vesting period of the first grant of the restricted stock incentive plan in 2021 were deliberated and adopted respectively. The independent directors and the board of supervisors of the company expressed their consent on relevant matters.
2、 Reasons and results of adjustment
1. Reason for adjustment
According to the stock incentive plan, from the date of announcement of the stock incentive plan to the date when the incentive object completes the ownership registration of restricted shares, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, division of shares, allotment of shares, reduction of shares and dividend distribution, the grant price and / or quantity of restricted shares will be adjusted accordingly according to the relevant provisions of the stock incentive plan.
The company held the 2020 annual general meeting of shareholders on June 23, 2021, and deliberated and passed the proposal on the company’s 2020 profit distribution plan. The company distributed cash dividends of 4.1 yuan (including tax) for every 10 shares based on the total share capital registered on the date of equity distribution. The aforesaid cash dividend has been paid on July 16, 2021.
2. Adjustment results
According to the stock incentive plan approved by the general meeting of shareholders of the company and in combination with the above adjustment reasons, the grant price of restricted shares in the stock incentive plan shall be adjusted according to the following formula:
P＝P0-V
Where: P0 is the grant price before adjustment; V is the dividend per share; P is the adjusted grant price. After dividend adjustment, P must still be greater than 1.
According to the above formula, the first grant price of restricted shares in the stock incentive plan is adjusted to 77.59 yuan / share, that is, P = 78 yuan / share -0.41 yuan / share = 77.59 yuan / share.
3、 Impact of this adjustment on the company
The company’s adjustment of the initial grant price of restricted shares has no material impact on the company’s financial status and operating results, will not affect the stability of the company’s core team, and will not affect the continued implementation of the company’s equity incentive plan. 4、 Opinions of independent directors
The adjustment of the first grant price of the restricted stock incentive plan in 2021 is made by the board of directors of the company in accordance with the authorization of the general meeting of shareholders and the relevant provisions of the restricted stock incentive plan in 2021 approved by the general meeting of shareholders of the company, in line with the administrative measures for equity incentive of listed companies and other laws and regulations, with sufficient adjustment reasons, legal adjustment procedures and appropriate adjustment methods, The adjustment result is accurate and there is no damage to the interests of the company and shareholders. Therefore, we unanimously agree with the proposal of the board of directors on the price adjustment of this grant.
5、 Opinions of the board of supervisors
The board of supervisors checked the adjustment of the first grant price of the restricted stock incentive plan in 2021, and considered that the board of directors adjusted the grant price of the stock incentive plan according to the authorization of the general meeting of shareholders, with appropriate and sufficient reasons, legal and compliant deliberation procedures, and in line with the measures for the administration of equity incentive of listed companies and other relevant laws and regulations and the relevant provisions of the stock incentive plan, There is no situation that damages the interests of the company and all shareholders. Therefore, the board of supervisors agreed to adjust the initial grant price of the stock incentive plan from the original 78 yuan / share to 77.59 yuan / share.
6、 Concluding observations of legal opinions
Beijing Tongshang law firm believes that as of the date of issuance of this legal opinion, the company has adjusted the first grant price under this incentive plan (hereinafter referred to as “this adjustment”) The restricted shares that have been granted but not yet vested in the cancelled part (hereinafter referred to as “this cancellation”) and the achievement of vesting conditions in the first vesting period of the first grant part (hereinafter referred to as “this vesting”) have obtained the necessary approval and authorization at this stage, and the relevant procedures for the vesting of restricted shares need to be handled in relevant departments for this vesting; The restricted shares granted for the first time in this incentive plan have entered the first vesting period, and the vesting conditions of the first vesting period have been fulfilled; The adjustment of the first grant price, the incentive objects, the number of vested shares and the cancellation of some granted but not vested restricted shares in this incentive plan comply with the relevant provisions of laws, regulations, normative documents such as the measures for the administration of equity incentive and the incentive plan, which are legal and effective; The company has fulfilled the information disclosure obligations that need to be fulfilled at this stage according to law, and still needs to continue to fulfill the corresponding legal information disclosure obligations.
7、 Online announcement attachment
(I) Bloomage Biotechnology Corporation Limited(688363) independent directors’ independent opinions on relevant proposals of the 29th meeting of the first board of directors of the company
(II) Bloomage Biotechnology Corporation Limited(688363) resolution of the 24th Meeting of the first board of supervisors
(III) Bloomage Biotechnology Corporation Limited(688363) resolution of the 29th meeting of the first board of directors
(IV) legal opinion of Beijing Tongshang law firm on Bloomage Biotechnology Corporation Limited(688363) adjusting the first grant price of the restricted stock incentive plan in 2021, canceling the granted but not vested restricted shares and the achievement of the attribution conditions in the first vesting period of the first grant.
It is hereby announced.
Bloomage Biotechnology Corporation Limited(688363) board of directors March 11, 2022
