Securities code: Bloomage Biotechnology Corporation Limited(688363) securities abbreviation: Bloomage Biotechnology Corporation Limited(688363) Announcement No.: 2022010 Bloomage Biotechnology Corporation Limited(688363)
Announcement on Abolishing part of the restricted shares granted but not yet vested in the 2021 restricted stock incentive plan
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 respectively deliberated and adopted the proposal on Abolishing part of the restricted shares granted but not yet vested in the 2021 restricted stock incentive plan. 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、 Details of the cancellation of restricted shares this time
According to the relevant provisions of the measures for the administration of equity incentive of listed companies, the company’s 2021 restricted stock incentive plan and the measures for the administration of the implementation and assessment of the 2021 restricted stock incentive plan, the specific reasons for the cancellation of restricted shares are as follows:
1. Due to the resignation of 13 incentive objects first granted by the company’s restricted stock incentive plan in 2021, the above-mentioned personnel have failed to meet the provisions on Incentive objects in the company’s incentive plan. Therefore, the qualification of the above-mentioned incentive objects shall be cancelled and 186410 restricted shares granted but not yet vested shall be cancelled.
2. The restricted shares to be vested in the current period shall not be vested at the individual level due to the fact that the employees’ performance appraisal fails to meet the specified standards among the incentive objects first granted by the company’s restricted stock incentive plan in 2021. When the assessment indicators are met at the company level and the company’s ownership coefficient is 100%, in the first ownership period of the incentive plan for the first time, there are 191 incentive objects with personal assessment rating of “B” or above, and all the restricted stock shares corresponding to the first ownership period of the above 191 people can be attributed; There are 2 incentive objects whose personal assessment rating is “C”, so 10800 restricted shares corresponding to the first vesting period that they have been granted but have not been vested will be cancelled.
Therefore, a total of 191 incentive objects in the first vesting period of part of the restricted stock incentive plan granted for the first time in 2021 have met the vesting conditions. The total number of restricted shares vested this time is 1085277 shares, and the total number of invalid restricted shares is 197210 shares.
3、 The impact of the cancellation of some restricted shares on the company
The cancellation of some restricted stocks in the 2021 restricted stock incentive plan will not have a significant impact on the company’s operation, the stability of the company’s R & D team and management team, or the continued implementation of the company’s equity incentive plan.
4、 Opinions of independent directors
The cancellation of some restricted shares in the 2021 restricted stock incentive plan is made in accordance with the relevant provisions of the company’s 2021 restricted stock incentive plan, in accordance with the Listing Rules of Shanghai Stock Exchange science and innovation board, the measures for the administration of equity incentive of listed companies and other laws and regulations, and the resolution procedure is legal and effective. We unanimously agree that the company has granted some restricted shares that have not been vested this time.
5、 Opinions of the board of supervisors
This cancellation of the 2021 restricted stock incentive plan partially granted but not yet vested restricted shares complies with relevant laws and regulations and the relevant provisions of the company’s 2021 restricted stock incentive plan, and there is no situation damaging the interests of shareholders. Therefore, the board of supervisors agreed that part of the company’s restricted shares that have been granted but not yet vested have been cancelled this time.
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
