Securities code: Bloomage Biotechnology Corporation Limited(688363) securities abbreviation: Bloomage Biotechnology Corporation Limited(688363) Announcement No.: 2022011 Bloomage Biotechnology Corporation Limited(688363)
First grant of restricted stock incentive plan in 2021
Announcement that the first vesting period meets the vesting conditions
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:
Number of restricted shares to be vested: 1085277
Source of attributable shares: Bloomage Biotechnology Corporation Limited(688363) (hereinafter referred to as “the company”) issues A-share common shares of the company to the incentive object.
1、 Approval and implementation of this equity incentive plan
(I) the plan of this equity incentive plan and its implementation procedures
1. Main contents of this equity incentive plan
(1) Equity incentive: the second type of restricted stock.
(2) Number of restricted shares granted: the total number of restricted shares granted is 4.8 million, accounting for 1.00% of the total share capital of the company at the time of the announcement of the incentive plan. Among them, 3.84 million shares were granted for the first time, accounting for 0.80% of the total share capital of the company at the time of the announcement of the incentive plan, and 80.00% of the total equity granted for the first time; 960000 shares are reserved, accounting for 0.20% of the total share capital of the company when the incentive plan is announced, and the reserved part accounts for 20.00% of the total equity granted this time.
(3) Award price:
Initial grant price (after adjustment): 77.59 yuan / share; The reserved grant price is 116 yuan / share.
(4) Number of incentives: 206 for the first time and 133 reserved.
(5) The specific ownership arrangement is as follows:
The ownership proportion of each batch of restricted shares granted for the first time by the incentive plan is as follows:
Proportion of the number of vested interests in the total amount of interests granted at the time of the first vesting arrangement
The restrictive of the first grant is the first trading day after 12 months from the date of the first grant
30% of the shares shall be paid in the last 24 months from the first vesting period to the date of the first grant
Yi Rizhi
The restrictive of the first grant is the first trading day after 24 months from the date of the first grant
30% from the second vesting period to the last one within 36 months from the date of the first grant
Yi Rizhi
The restrictive of the first grant is the first trading day after 36 months from the date of the first grant
20% from the third vesting period to the last one within 48 months from the date of the first grant
Yi Rizhi
The restrictive of the first grant is the first trading day after 48 months from the date of the first grant
The fourth vesting period of the shares shall be 20% of the last payment within 60 months from the date of the first grant
Yi Rizhi
The ownership proportion of each batch of restricted shares reserved for grant in the incentive plan is arranged as follows:
Proportion of the number of vested rights and interests in the total amount of vested rights and interests reserved in the vesting time of the pre vesting arrangement
The restrictive nature of the grant of the reserved part shall be the first payment after 12 months from the date of the grant of the reserved part
30% within 24 months from the first vesting date of the shares to the date of grant of the reserved part
End of the next trading day
The restrictive nature of the grant of the reserved part shall be the first payment after 24 months from the date of the grant of the reserved part
30% within 36 months from the second vesting date of the shares to the date of grant of the reserved part
End of the next trading day
The restrictive nature of the grant of the reserved part shall be the first payment after 36 months from the date of the grant of the reserved part
Up to 20% within 48 months from the third vesting date of the shares to the date of grant of the reserved part
End of the next trading day
The restrictive nature of the grant of the reserved part shall be the first payment after 48 months from the date of the grant of the reserved part
Up to 20% within 60 months from the fourth vesting date of the shares to the date of grant of the reserved part
End of the next trading day
(6) Tenure and performance assessment requirements
① The incentive object meets the requirements of tenure in each attribution period
Before the vesting of each batch of restricted shares granted to incentive objects, they must meet the term of office of more than 12 months.
② Meet the performance assessment requirements at the company level
The assessment year of some incentive objects granted for the first time in the incentive plan is four fiscal years from 2021 to 2024, with one assessment in each fiscal year. Based on the operating income or net profit value in 2019, assess the operating income growth rate (a) or net profit growth rate (b) of each assessment year, and calculate the ownership proportion at the company level according to the completion of the above indicators each year. The company’s performance assessment objectives and ownership proportion are arranged as follows:
Corresponding annual operating income growth rate (a) annual net profit growth rate (b)
Annual target growth rate trigger growth rate target growth rate trigger growth rate (AM) (an) (BM) (BN)
First awarded in 2021
One attribution period 60% 48% 20% 16%
First awarded in 2022
Second attribution period 90% 72% 35% 28%
First awarded in 2023
Three attribution periods 120% 96% 50% 40%
First awarded in 2024
Four attribution periods 150% 120% 65% 52%
Index completion index corresponding coefficient
A≥Am X=1
Operating income (x) an ≤ a am x = A / am
A
Net profit (y) BN ≤ B BM y = B / BM
B
Note: the above “operating income” is calculated based on the data contained in the consolidated statements audited by an accounting firm with securities and futures qualification hired by the company.
The above “net profit” refers to the audited net profit attributable to the shareholders of the listed company, excluding the impact of share based payment expenses. The same below.
If the performance appraisal at the company level fails to meet the standard, all the restricted shares of all incentive objects corresponding to the appraisal plan in the current year will be cancelled and invalid.
The reserved assessment years are four fiscal years from 2021 to 2024, and the assessment objectives are consistent with the first award. ③ Meet the performance appraisal requirements of the incentive object at the individual level
The number of incentive objects shall be determined according to the actual performance appraisal results of the company. The performance appraisal results of the incentive object are divided into four grades: s, a, B and C. at that time, the actual number of shares of the incentive object will be determined according to the corresponding ownership proportion at the individual level in the following appraisal and rating table:
Assessment rating s a B C
Personal ownership ratio 100% 0%
The number of restricted shares actually owned by the incentive object in the current year = the number of individual planned ownership in the current year × Company level ownership ratio × Personal ownership ratio.
If the restricted shares that the incentive object plans to belong to in the current period cannot be attributed or cannot be fully attributed due to assessment reasons, they will be invalid and cannot be deferred to the next year.
If the company / company’s shares change due to the economic situation, market conditions and other factors, and it is difficult to achieve the incentive purpose by continuing to implement the incentive plan, the board of directors and / or the general meeting of shareholders may decide to cancel the ownership or terminate the incentive plan for a batch / batches of restricted shares that have not been vested in the incentive plan after deliberation and confirmation.
(2) 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 have expressed their independent opinions on the matter and agree that
