Securities code: Shanghai Haohai Biological Technology Co.Ltd(688366) securities abbreviation: Shanghai Haohai Biological Technology Co.Ltd(688366) Announcement No.: 2022013 Shanghai Haohai Biological Technology Co.Ltd(688366)
About adjusting the incentive plan of A-share restricted stock in 2021
Announcement on relevant matters of the first grant
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.
Shanghai Haohai Biological Technology Co.Ltd(688366) (hereinafter referred to as “the company”) convened the 33rd meeting of the 4th board of directors and the 20th meeting of the 4th board of supervisors on March 11, 2022, and deliberated and adopted the proposal on adjusting the matters related to the first grant of A-share restricted stock incentive plan in 2021. The relevant matters are explained as follows:
1、 Relevant decision-making procedures and information disclosure performed in this restricted stock grant
1. On December 29, 2021, the company held the 31st meeting of the 4th board of directors and the 19th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the company’s 2021 A-share restricted stock incentive plan (Draft) and its summary and other relevant proposals. The independent directors of the company expressed their independent opinions on the matter. The board of supervisors of the company verified the relevant matters of the company’s 2021 A-share restricted stock incentive plan (hereinafter referred to as the “incentive plan”) and issued relevant verification opinions. On December 30, 2021, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) Relevant announcements were disclosed.
2. From January 19, 2022 to January 28, 2022, the company publicized the names and positions of the proposed incentive objects within the company for a total period of 10 days. The employees of the company can put forward opinions to the board of supervisors of the company. As of the expiration of the publicity period, the board of supervisors of the company has not received any objection to the proposed incentive object. On March 1, 2022, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the announcement and verification opinions of Shanghai Haohai Biological Technology Co.Ltd(688366) board of supervisors on the list of incentive objects first granted by the company’s 2021 A-share restricted stock incentive plan (Announcement No.: 2022008).
3. On February 11, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the Shanghai Haohai Biological Technology Co.Ltd(688366) announcement on public solicitation of entrusted voting rights by independent directors (Announcement No.: 2022006). According to the entrustment of other independent directors of the company, As the collector, Ms. Li Yingqi, an independent director, publicly solicited voting rights from all A-share shareholders of the company on the proposals related to the incentive plan considered at the first extraordinary general meeting of shareholders in 2022 and the first A-share general meeting in 2022.
4. On March 7, 2022, the company held the first extraordinary general meeting of shareholders in 2022, the first A-share general meeting in 2022 and the first H-share general meeting in 2022 (hereinafter collectively referred to as the “first general meeting of shareholders in 2022”), deliberated and adopted the proposal on the company’s 2021 A-share restricted share incentive plan (Draft) and its summary and other relevant proposals. The company’s implementation of the incentive plan is approved by the general meeting of shareholders, and the board of directors is authorized to determine the grant date of the incentive plan, 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. On March 8, 2022, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement on the resolutions of Shanghai Haohai Biological Technology Co.Ltd(688366) 2022’s first extraordinary general meeting, 2022’s first A-share general meeting and 2022’s first H-share general meeting (Announcement No.: 2022009) was disclosed.
At the same time, the company conducted a self-examination on the trading of the company’s shares by insiders within 6 months before the announcement of Shanghai Haohai Biological Technology Co.Ltd(688366) 2021 A-share restricted stock incentive plan (Draft), and posted it on the website of Shanghai Stock Exchange (www.sse. Com. CN) on March 8, 2022 Disclosed Shanghai Haohai Biological Technology Co.Ltd(688366) the self inspection report on the trading of the company’s shares by insiders of the company’s 2021 A-share restricted stock incentive plan (Announcement No.: 2022010).
5. On March 11, 2022, the company held the 33rd meeting of the 4th board of directors and the 20th meeting of the 4th board of supervisors, The proposal on adjusting the matters related to the first grant of the 2021 A-share restricted stock incentive plan and the proposal on the first grant of A-share restricted stock to the incentive objects of the 2021 A-share restricted stock incentive plan were reviewed and approved. The independent directors of the company expressed their independent opinions on the matter. The board of supervisors of the company verified the above related matters and issued relevant verification opinions. 2、 Reasons and results of adjustment
In view of the resignation of one proposed incentive object from the company and the disqualification of one proposed incentive object, the board of directors of the company adjusted the number of incentive objects and the number of incentive objects granted for the first time according to the authorization of the first general meeting of shareholders in 2022. After this adjustment, the number of people granted for the first time in the incentive plan is adjusted from 206 to 204, the number of restricted shares granted for the first time is adjusted from 1.45 million shares to 1.44 million shares, the number of reserved shares is adjusted from 350000 shares to 360000 shares, and the total number of restricted shares granted remains unchanged at 1.8 million shares.
The adjusted incentive objects belong to the scope of incentive objects specified in Shanghai Haohai Biological Technology Co.Ltd(688366) 2021 A-share restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”) approved by the company’s first general meeting in 2022. In addition to the above adjustments, other contents of the incentive plan are consistent with those deliberated and approved by the company’s first general meeting of shareholders in 2022.
According to the authorization of the company’s first general meeting of shareholders in 2022, this adjustment does not need to be submitted to the general meeting of shareholders for deliberation.
3、 Impact of this adjustment on the company
The company’s adjustment of the list and number of incentive objects granted for the first time in the incentive plan will not have a material impact on the company’s financial status and operating results.
4、 Opinions of independent directors
The independent directors of the company believe that the company’s adjustment of the list of incentive objects and the number of incentives granted for the first time in the incentive plan complies with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The company has fulfilled the necessary procedures in accordance with the relevant provisions of laws, regulations, normative documents such as the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the incentive plan (Draft).
After this adjustment, the incentive object is not prohibited from being granted restricted shares, and the subject qualification of the incentive object is legal and effective. This adjustment is within the scope of authorization of the company’s first general meeting of shareholders in 2022, and there is no damage to the interests of the company and shareholders.
After this adjustment, the number of incentive objects granted for the first time in the incentive plan is adjusted from 206 to 204, the number of restricted shares granted for the first time is adjusted from 1.45 million shares to 1.44 million shares, the number of reserved shares is adjusted from 350000 shares to 360000 shares, and the total number of restricted shares granted remains unchanged. In addition to the above adjustments, other contents of the incentive plan are consistent with those deliberated and approved by the company’s first general meeting of shareholders in 2022.
When the board of directors of the company deliberated the relevant proposals, the related directors have avoided voting on the relevant proposals in accordance with the company law, the securities law, the administrative measures and other laws, regulations, normative documents and the relevant provisions of the articles of association. The deliberation and decision-making procedures of this matter are legal and compliant.
In conclusion, we agree with the company’s adjustment of the list and number of incentive objects granted for the first time in this incentive plan.
5、 Opinions of the board of supervisors
The board of supervisors of the company believes that the adjustment of the list of incentive objects and the number of incentives granted for the first time in the incentive plan complies with the relevant provisions of the company law, the securities law, the administrative measures and other laws, regulations, normative documents and the incentive plan (Draft), and the company has implemented the necessary procedures. The adjusted incentive object is not prohibited from being granted restricted shares, and the subject qualification of the incentive object is legal and effective. This adjustment is within the scope of authorization of the company’s first general meeting of shareholders in 2022. The adjustment procedure is legal and compliant, and there is no damage to the interests of the company and shareholders.
After this adjustment, the number of incentive objects granted for the first time in the incentive plan is adjusted from 206 to 204, the number of restricted shares granted for the first time is adjusted from 1.45 million shares to 1.44 million shares, the number of reserved shares is adjusted from 350000 shares to 360000 shares, and the total number of restricted shares granted remains unchanged. In addition to the above adjustments, other contents of the incentive plan are consistent with those deliberated and approved by the company’s first general meeting of shareholders in 2022.
In conclusion, the board of supervisors agrees with the company’s adjustment of the list and number of incentive objects granted for the first time in this incentive plan.
6、 Conclusion of lawyer’s legal opinion
Shanghai jintiancheng law firm believes that as of the date of issuance of this legal opinion, the adjustment and first grant of the incentive plan have obtained the necessary approval and authorization at this stage, and comply with the relevant provisions of the company law, the securities law, the administrative measures, the listing rules and other laws, regulations, normative documents and the incentive plan (Draft); The adjustment of the incentive objects and the number of awards of this incentive plan comply with the relevant provisions of the company law, the securities law, the administrative measures and other laws, regulations, normative documents and the incentive plan (Draft); The determination of the incentive object, number, price and date of grant of this incentive plan complies with the relevant provisions of the administrative measures and the incentive plan (Draft), and the conditions for the grant of Restricted Shares specified in the incentive plan (Draft) have been met; The company has fulfilled the necessary information disclosure obligations at this stage in accordance with the provisions of the administrative measures, listing rules, self regulatory guidelines for companies listed on the science and Innovation Board No. 4 – equity incentive information disclosure and incentive plan (Draft). With the implementation of this incentive plan, the company shall also perform the follow-up information disclosure obligations in accordance with the management measures and other laws, administrative regulations, departmental rules and relevant normative documents.
7、 Opinion of independent financial advisor
As an independent financial consultant, Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. believes that the company’s restricted stock incentive plan has obtained the necessary approval and authorization, and the granting date, price, object The determination of the number of grants, the adjustment of the restricted stock incentive plan and the granting matters comply with the provisions of laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the Listing Rules of shares on 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 stock incentive information, The company does not meet the granting conditions specified in the company’s 2021 A-share restricted stock incentive plan.
It is hereby announced.
Shanghai Haohai Biological Technology Co.Ltd(688366) board of directors
March 12, 2022
