Securities code: Shanghai Rightongene Biotechnology Co.Ltd(688217) securities abbreviation: Shanghai Rightongene Biotechnology Co.Ltd(688217) Announcement No.: 2022003 Shanghai Rightongene Biotechnology Co.Ltd(688217)
Announcement of resolutions of the second meeting of the second 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 integrity of its contents according to law.
1、 Meetings of the board of directors
Shanghai Rightongene Biotechnology Co.Ltd(688217) (hereinafter referred to as “the company”) the second meeting of the second board of directors was held in the company’s conference room on March 10, 2022 by means of on-site combined communication. According to the relevant provisions of the articles of association, due to the urgent situation of this meeting, the notice of this meeting was sent by communication on March 8, 2022. This meeting was convened and presided over by Ms. Xiong Hui, the chairman of the board. The meeting should be attended by 9 directors and actually 9 directors. The convener has explained the emergency meeting at the meeting, and all directors unanimously agreed to waive the notice time limit of the meeting. The convening and convening of this meeting comply with the company law of the people’s Republic of China and other laws, regulations, normative documents and the relevant provisions of the articles of association, and the resolutions formed are legal and effective. 2、 Deliberations of the board meeting
After deliberation by the board of directors, the attending directors voted on various proposals in writing, and the voting results are as follows:
(I) deliberated and passed the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s core team, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, according to the principle of matching income and contribution, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association, The company has formulated the restricted stock incentive plan for 2022 (Draft) and its abstract, and plans to implement the restricted stock incentive plan.
Voting: 9 in favor, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on this proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The Shanghai Rightongene Biotechnology Co.Ltd(688217) 2022 restricted stock incentive plan (Draft) and the summary announcement of Shanghai Rightongene Biotechnology Co.Ltd(688217) 2022 restricted stock incentive plan (Draft) (Announcement No.: 2022005).
(II) deliberated and passed the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022
In order to ensure the smooth implementation of the company’s restricted stock incentive plan in 2022 and the realization of the company’s development strategy and business objectives, the company hereby formulates the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 in accordance with relevant laws and regulations, the provisions of the restricted stock incentive plan in 2022 (Draft) and the actual situation of the company.
Voting: 9 in favor, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on this proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Administrative measures for the implementation and assessment of Shanghai Rightongene Biotechnology Co.Ltd(688217) 2022 restricted stock incentive plan. (III) deliberated and passed the proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive
In order to implement the company’s restricted stock incentive plan in 2022, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle the following matters related to the company’s restricted stock incentive plan:
1. Submit to the general meeting of shareholders of the company to authorize the board of directors to be responsible for the following matters for the specific implementation of the equity incentive plan: (1) authorize the board of directors to determine the qualifications and conditions of the incentive object to participate in the restricted stock incentive plan, and determine the grant date of the restricted stock incentive plan;
(2) Authorize the board of directors to adjust the number of restricted shares granted / vested in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment, etc;
(3) Authorize the board of directors to adjust the granting price of restricted shares in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
(4) Adjust or give up the shares reserved or restricted by the board of directors before the employee’s resignation;
(5) Authorize the board of directors to grant restricted shares to the incentive object when the incentive object meets the conditions and handle all matters necessary for the grant of restricted shares, including signing the restricted stock grant agreement with the incentive object;
(6) Authorize the board of directors to review and confirm the attribution qualification and number of incentive objects, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
(7) Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be vested;
(8) Authorize the board of directors to handle all matters necessary for the ownership of restricted shares of incentive objects, including but not limited to applying to the stock exchange for ownership, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association and handling the registration of changes in the company’s registered capital;
(9) Authorize the board of directors to handle the matters related to the change and termination of the restricted stock incentive plan in accordance with the provisions of the company’s restricted stock incentive plan in 2022, including but not limited to the cancellation of the ownership qualification of the incentive object and the cancellation of the restricted stock that has not been owned by the incentive object;
(10) Authorize the board of directors to manage and adjust the company’s restricted stock incentive plan, and formulate or modify the management and implementation provisions of the plan from time to time on the premise of being consistent with the terms of this incentive plan. However, if laws, regulations or relevant regulatory authorities require such amendments to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such amendments by the board of directors must be approved accordingly;
(11) Authorize the board of directors to determine the incentive object, grant quantity, grant price and grant date of restricted shares reserved in the company’s equity incentive plan;
(12) Authorize the board of directors to implement other necessary matters required by the restricted stock incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents.
2. Submit to the general meeting of shareholders of the company to authorize the board of directors to go through the formalities of examination and approval, registration, filing, approval and consent with relevant governments and institutions on this equity incentive plan; Sign, implement, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals; Amend the articles of association and handle the registration of changes in the company’s registered capital; And do all acts it deems necessary, appropriate or appropriate in connection with this incentive plan.
3. The general meeting of shareholders is requested to authorize the board of directors to appoint financial advisers, receiving banks, accountants, lawyers, securities companies and other intermediaries for the implementation of the incentive plan.
4. Submit to the general meeting of shareholders of the company for approval, and the period of authorization to the board of directors is consistent with the validity of this equity incentive plan.
5. Among the above authorized matters, except for the matters that need to be adopted by the resolution of the board of directors specified in laws, administrative regulations, rules of the CSRC, normative documents, this equity incentive plan or the articles of association, the general meeting of shareholders of the company shall be submitted to authorize the board of directors, and the board of directors of the company shall further authorize the chairman of the company or the appropriate person authorized by him to exercise.
Voting: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) the proposal on convening the company’s first extraordinary general meeting in 2022 was deliberated and adopted. After deliberation and decision by the board of directors, the company, in accordance with the relevant provisions and requirements of the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws and regulations, and in combination with the current actual situation of the company, The first extraordinary general meeting of shareholders in 2022 will be held on March 28, 2022 to consider equity incentive and other related matters. Voting: 9 in favor, 0 against and 0 abstention.
See the company’s website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day for specific meeting arrangements The notice of Shanghai Rightongene Biotechnology Co.Ltd(688217) on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022007) disclosed.
(V) deliberated and passed the proposal on the appointment of securities affairs representatives
According to the requirements of the Listing Rules of Shanghai Stock Exchange’s science and innovation board, it is agreed that the company shall appoint Ms. fan Ming as the company’s securities affairs representative to assist in the work related to securities affairs. The term of office shall start from the date of deliberation and approval by the company’s board of directors to the date of expiration of the second board of directors.
Voting: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Shanghai Rightongene Biotechnology Co.Ltd(688217) on appointment of securities affairs representative (Announcement No.: 2022008) disclosed.
It is hereby announced.
Shanghai Rightongene Biotechnology Co.Ltd(688217) board of directors
March 12, 2022
