Securities code: Bloomage Biotechnology Corporation Limited(688363) securities abbreviation: Bloomage Biotechnology Corporation Limited(688363) Announcement No.: 2022012 Bloomage Biotechnology Corporation Limited(688363)
Announcement of resolutions of the 29th meeting of the first board of directors
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 completeness of its contents.
1、 Meetings of the board of directors
On March 10, 2022, Bloomage Biotechnology Corporation Limited(688363) (hereinafter referred to as “the company” or ” Bloomage Biotechnology Corporation Limited(688363) “) held the 29th meeting of the first board of directors in the conference room of the company by means of on-site meeting and communication. The notice of the meeting was sent by e-mail on February 28, 2022. The meeting was presided over by the chairman, Ms. Zhao Yan. There were 15 directors who should attend the meeting, and 15 directors actually attended the meeting. Among them, director Lin Lingli entrusted director Li Yizheng to attend on his behalf, director Li Junqing entrusted director Zang Hengchang to attend on his behalf, and the company’s supervisors and some senior managers attended the meeting as nonvoting delegates. The convening and procedures of the meeting comply with the provisions of the company law of the people’s Republic of China, the articles of association and other relevant laws and regulations.
2、 Deliberations of the board meeting
（1） The proposal on reviewing the company’s 2021 annual report and its summary was deliberated and adopted
Voting results: 15 in favor, 0 abstention and 0 against.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 11, 2022 Disclosed annual report of Bloomage Biotechnology Corporation Limited(688363) 2021 and summary of annual report of Bloomage Biotechnology Corporation Limited(688363) 2021.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（2） Deliberated and passed the proposal on the review of the general manager’s work report in 2021
Voting results: 15 in favor, 0 abstention and 0 against.
（3） The proposal on reviewing the work report of the board of directors in 2021 was deliberated and adopted
Voting results: 15 in favor, 0 abstention and 0 against.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（4） The proposal on reviewing the work report of independent directors was deliberated and adopted
Voting results: 15 in favor, 0 abstention and 0 against.
Independent directors will report on their duties at the 2021 annual general meeting.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 11, 2022 Disclosed Bloomage Biotechnology Corporation Limited(688363) 2021 annual report on the work of independent directors.
（5） Deliberated and adopted the proposal on reviewing the annual performance report of the audit committee
Voting results: 15 in favor, 0 abstention and 0 against.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 11, 20222021 annual performance report of the audit committee of Bloomage Biotechnology Corporation Limited(688363) board of directors disclosed.
（6） Deliberated and adopted the proposal on reviewing the 2021 Social Responsibility Report
Voting results: 15 in favor, 0 abstention and 0 against.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 11, 2022 Disclosed Bloomage Biotechnology Corporation Limited(688363) 2021 annual social responsibility report.
（7） The proposal on reviewing the evaluation report of the company’s internal control was deliberated and adopted
Voting results: 15 in favor, 0 abstention and 0 against.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 11, 2022 Disclosed Bloomage Biotechnology Corporation Limited(688363) 2021 annual internal control evaluation report.
（8） Deliberated and passed the proposal on the company’s 2021 annual financial statement report
Voting results: 15 in favor, 0 abstention and 0 against.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（9） The proposal on the company’s profit distribution plan for 2021 was reviewed and approved
Voting results: 15 in favor, 0 abstention and 0 against.
Independent directors have expressed their independent opinions on this proposal.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 11, 2022 The announcement of Bloomage Biotechnology Corporation Limited(688363) 2021 annual profit distribution plan (Announcement No.: 2022005) disclosed.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（10） The proposal on the renewal of the company’s audit institution in 2022 was deliberated and adopted
Voting results: 15 in favor, 0 abstention and 0 against.
This proposal has been approved by the independent directors in advance before being submitted to the board of directors for deliberation, and the independent directors have also expressed their independent opinions with explicit consent on this proposal.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 11, 2022 The announcement of Bloomage Biotechnology Corporation Limited(688363) on the renewal of accounting firm (Announcement No.: 2022006) disclosed.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（11） Deliberated and passed the proposal on the expected daily connected transactions of the company in 2022
Voting results: 12 in favor, 0 abstention and 0 against.
As Ms. Zhao Yan is the actual controller of the related party, Ms. Ma Qiuhui and Ms. Zhang Leidi have become the related directors of this proposal due to their positions in the related party. When the board of directors deliberated this proposal, the three related directors have avoided voting. This proposal has been approved by the independent directors in advance before being submitted to the board of directors for deliberation, and the independent directors have also expressed their independent opinions with explicit consent on this proposal.
The recommendation institution has issued no objection verification opinions on the matters of this proposal.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 11, 2022 The announcement of Bloomage Biotechnology Corporation Limited(688363) on daily related party transactions in 2022 (Announcement No.: 2022007) disclosed.
（12） The proposal on the deposit and actual use of raised funds in 2021 was deliberated and adopted
Voting results: 15 in favor, 0 abstention and 0 against.
The recommendation institution has issued no objection verification opinions on the matters of this proposal; The audit institution has also issued an assurance report on this proposal.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 11, 2022 Special report on the deposit and actual use of raised funds in Bloomage Biotechnology Corporation Limited(688363) 2021 (Announcement No.: 2022008).
（13） The proposal on the remuneration scheme of the company’s directors and supervisors in 2022 was deliberated and adopted. The voting results: 15 votes in favor, 0 abstentions and 0 objections.
Independent directors have expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（14） The voting results of the proposal on the implementation of salary of senior management in 2021 were reviewed and adopted: 15 votes in favor, 0 abstention and 0 against.
Independent directors have expressed their independent opinions on this proposal.
（15） The proposal on adjusting the first grant price of the restricted stock incentive plan in 2021 was deliberated and adopted
In view of the completion of the company’s annual equity distribution in 2020, the board of directors of the company adjusted the grant price of some restricted shares for the first time in accordance with the measures for the administration of equity incentives of listed companies, the company’s incentive plan for restricted shares in 2021 (Draft) and the authorization of the company’s first extraordinary general meeting in 2021, The grant price of some restricted shares granted for the first time was adjusted from 78 yuan / share to 77.59 yuan / share.
Directors Zhao Yan, Liu Aihua, Guo Xueping, Guo Jiajun, Lin Lingli and Wang Aihua were the incentive objects granted for the first time in this incentive plan and avoided voting on this proposal.
Voting result: 9 votes in favor; 0 votes against; There were no abstentions.
The independent directors and the board of supervisors of the company expressed their consent to the proposal.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 11, 2022 Announcement on adjusting the first award price of restricted stock incentive plan in 2021 (Announcement No.: 2022009) disclosed
（16） The proposal on Abolishing part of the restricted shares granted but not yet vested in the 2021 restricted stock incentive plan was deliberated and adopted
After careful deliberation by the directors attending the meeting, in accordance with the measures for the administration of equity incentive of listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the company’s 2021 restricted stock incentive plan and the company’s measures for the administration of the implementation and assessment of 2021 restricted stock incentive plan, as well as the authorization of the company’s first extraordinary general meeting in 2021, It is agreed to cancel 197210 shares of restricted shares that have been granted but not yet vested.
Directors Zhao Yan, Liu Aihua, Guo Xueping, Guo Jiajun, Lin Lingli and Wang Aihua are the incentive objects of this incentive plan and avoid voting on this proposal.
Voting result: 9 votes in favor; 0 votes against; There were no abstentions.
The independent directors and the board of supervisors of the company expressed their consent to the proposal.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 11, 2022 Announcement on Abolishing part of the restricted shares granted but not yet vested in the 2021 restricted stock incentive plan (Announcement No.: 2022010).
（17） The proposal on meeting the vesting conditions in the first vesting period of the first vesting part of the restricted stock incentive plan in 2021 was deliberated and adopted
According to the vesting conditions specified in the 2021 restricted stock incentive plan (hereinafter referred to as the “incentive plan”), the board of Directors believes that the vesting conditions specified in the first vesting period of the company’s 2021 restricted stock incentive plan have been achieved, and the number of vesting shares this time is 1085277 shares. It is agreed that the company will handle ownership related matters for 191 eligible incentive objects in accordance with the relevant provisions of the incentive plan.
Directors Zhao Yan, Liu Aihua, Guo Xueping, Guo Jiajun, Lin Lingli and Wang Aihua are the incentive objects of this incentive plan and avoid voting on this proposal.
Voting result: 9 votes in favor; 0 votes against; There were no abstentions.
The independent directors and the board of supervisors of the company expressed their consent to the proposal.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 11, 2022 The announcement on the first vesting period of the company’s restricted incentive plan in 2021 meeting the vesting conditions (Announcement No.: 2022011).
（18） The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted. The voting results: 15 votes in favor, 0 abstentions and 0 objections.
The board of directors has deliberated and approved that the 2021 annual general meeting of shareholders will be held on Tuesday, April 26, 2022, and the notice of the general meeting of shareholders will be issued separately.
3、 Online announcement attachment
1. 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; 2. Special verification opinions of Huatai United Securities Co., Ltd. on the deposit and actual use of Bloomage Biotechnology Corporation Limited(688363) raised funds; 3. Verification opinions of Huatai United Securities Co., Ltd. on Bloomage Biotechnology Corporation Limited(688363) expected daily connected transactions in 2022; 4. Verification report on the deposit and use of raised funds in Bloomage Biotechnology Corporation Limited(688363) 2021 issued by Grant Thornton Certified Public Accountants (special general partnership).
It is hereby announced.
Bloomage Biotechnology Corporation Limited(688363) board of directors March 11, 2022
