Securities code: Shanghai Haohai Biological Technology Co.Ltd(688366) securities abbreviation: Shanghai Haohai Biological Technology Co.Ltd(688366) Announcement No.: 2022014 Shanghai Haohai Biological Technology Co.Ltd(688366)
Announcement on the first granting of A-share restricted shares to the incentive objects of the A-share restricted stock incentive plan in 2021
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:
First grant date of restricted shares: March 11, 2022
Number of restricted shares granted for the first time: 1.44 million shares, accounting for 0.82% of the company’s total share capital of 1758221 million shares
Equity incentive method: the second type of restricted stock
In accordance with the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the Shanghai Haohai Biological Technology Co.Ltd(688366) 2021 A-share restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”) of the CSRC, Shanghai Haohai Biological Technology Co.Ltd(688366) (hereinafter referred to as “the company” or ” Shanghai Haohai Biological Technology Co.Ltd(688366) “) the first grant conditions of 2021 A-share restricted stock incentive plan (hereinafter referred to as “the incentive plan”) have been fulfilled. According to the first extraordinary general meeting of the company in 2022 Authorized by the first A-share general meeting in 2022 and the first H-share general meeting in 2022 (hereinafter referred to as “the first general meeting in 2022”), the company held the 33rd meeting of the Fourth Board of directors and the 20th meeting of the Fourth Board of supervisors on March 11, 2022, The proposal on the first grant of A-share restricted shares to the incentive objects of the 2021 A-share restricted stock incentive plan was deliberated and adopted. It was determined that March 11, 2022 would be the first grant date, and 1.44 million restricted shares would be granted to 204 incentive objects at the grant price of 95.00 yuan / share for the first time. Now the relevant matters are explained as follows:
1、 Restricted stock grants
(I) 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 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 in 2022, the first A-share general meeting in 2022 and the first H-share general meeting in 2022, and 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 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 matter and issued relevant verification opinions.
(II) differences between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders
In view of the resignation of one proposed incentive object from the company and the disqualification of one proposed incentive object, the company held the 33rd meeting of the Fourth Board of directors and the 20th meeting of the Fourth 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, Adjust the list and number of incentive objects granted for the first time in the incentive plan.
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, and the number of reserved shares is adjusted from 350000 shares to 360000 shares. The total number of restricted shares granted in the incentive plan remains unchanged at 1.8 million shares.
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.
(III) the statement of the board of directors on whether the grant conditions are met, and the clear opinions issued by the independent directors and the board of supervisors. 1. The relevant statement of the board of directors on whether the grant conditions are met
According to the provisions of the grant conditions in the incentive plan (Draft), the restricted shares granted to the incentive object shall meet the following conditions at the same time:
(1) The company is not under any of the following circumstances:
① The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
② The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
③ Failure to distribute profits in accordance with laws and regulations, the Shanghai Haohai Biological Technology Co.Ltd(688366) articles of Association (hereinafter referred to as the “articles of association”) and public commitments within the last 36 months after listing;
④ Equity incentive is not allowed according to laws and regulations;
⑤ Other circumstances recognized by the CSRC.
(2) The incentive object does not have any of the following situations:
① Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
② In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
③ Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
④ Having the circumstances that the company law of the people’s Republic of China (hereinafter referred to as the “company law”) stipulates that he shall not serve as a director or senior manager of the company;
⑤ Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
⑥ Other circumstances recognized by the CSRC.
After careful verification, the board of directors of the company has determined that neither the company nor the incentive object has any of the above circumstances, and there are no other circumstances that cannot be granted or become the incentive object. The board of Directors considers that the conditions for the first grant of restricted shares stipulated in the incentive plan have been completed, and agrees to take March 11, 2022 as the first grant date, The 204 incentive objects were granted 1.44 million restricted shares for the first time, with the grant price of 95.00 yuan / share.
2. Relevant explanations of independent directors on whether the grant meets the conditions
(1) According to the authorization of the company’s first general meeting of shareholders in 2022, the board of directors determined that the first grant date of the incentive plan of the company was March 11, 2022, which was in line with the administrative measures and other laws and regulations and the relevant provisions on the grant date in the incentive plan (Draft).
(2) It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
(3) The incentive objects that the company determines to grant restricted shares for the first time comply with the relevant laws and regulations such as the company law, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the provisions on job qualifications in the articles of association, They all meet the incentive object conditions specified in the administrative measures and the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules”), and meet the scope of incentive objects specified in the incentive plan (Draft). As the subject qualification of the incentive object granted by the company for the first time in this incentive plan, they are legal and effective.
(4) The company’s implementation of this incentive plan is conducive to further improving the corporate governance structure, establishing and improving the company’s long-term incentive and restraint mechanism, attracting and retaining core managers and core technology or business backbone, fully mobilizing their enthusiasm and creativity, effectively improving the cohesion of the core team and the core competitiveness of the enterprise, and effectively bringing shareholders The interests of the company and the core team are combined to make all parties pay common attention to the long-term development of the company and ensure the realization of the company’s development strategy and business objectives without damaging the interests of the company and all shareholders.
(5) 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, the independent directors believe that the grant conditions of the incentive plan have been met and agree that the company will grant 1.44 million restricted shares to 204 incentive objects for the first time at the grant price of 95.00 yuan / share on March 11, 2022.
3. Relevant explanations of the board of supervisors on whether the grant meets the conditions
(1) The incentive plan is granted to the directors, senior managers, core technicians of the company (including subsidiaries) and other personnel deemed necessary by the board of directors for the first time (excluding Shanghai Haohai Biological Technology Co.Ltd(688366) independent directors, supervisors, shareholders or actual controllers holding more than 5% of shares alone or in total and their spouses, parents and children). The incentive objects granted for the first time in the incentive plan meet the incentive object conditions specified in the administrative measures and the listing rules, and meet the scope of incentive objects specified in the company’s incentive plan (Draft), and their subject qualification as the incentive object granted for the first time in the incentive plan is legal and effective.
(2) The company and the incentive objects granted for the first time by the incentive plan have not been allowed to grant rights and interests, and the conditions for the incentive objects to be granted rights and interests set in the incentive plan have been met.
(3) The company determines that the first grant date of the incentive plan complies with the relevant provisions on the grant date in the administrative measures and the incentive plan (Draft).
Therefore, the board of supervisors agreed that the company would grant 1.44 million restricted shares to 204 incentive objects on March 11, 2022, with the grant price of 95.00 yuan / share.
(IV) specific conditions of this grant
1. First grant date: March 11, 2022
2. Number of First grants: 1.44 million shares, accounting for 0.82% of the current total share capital of 1758221 million shares 3. Number of First grants: 204
4. Initial grant price: 95.00 yuan / share
5. Stock source: the company’s RMB A-share common stock issued by the company to the incentive object. 6. Validity period, vesting period and vesting arrangement of the incentive plan:
(1) The validity period of this incentive plan is from the date of grant of restricted shares to the time limit of grant of incentive objects
The longest period from the date when all institutional shares are vested or become invalid shall not exceed 36 months.
(2) The restricted shares granted under the incentive plan shall be issued to the incentive object after 12 months from the date of grant
After meeting the corresponding attribution conditions, the ownership shall be divided according to the agreed proportion, and the attribution date must be within the validity period of the incentive plan
On the trading day of, the period prohibited from exercising rights by the Listing Rules of the stock exchange where the company’s shares are listed is not included. stay
Within the validity period of this incentive plan, if the relevant provisions on the vesting period of the stock exchange where the shares are listed are issued
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