Securities code: Hybio Pharmaceutical Co.Ltd(300199) securities abbreviation: Hybio Pharmaceutical Co.Ltd(300199) Announcement No.: 2022032
Hybio Pharmaceutical Co.Ltd(300199)
Announcement on the resolution of the 5th meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Hybio Pharmaceutical Co.Ltd(300199) (hereinafter referred to as “the company” or ” Hybio Pharmaceutical Co.Ltd(300199) “) sent a notice on convening the fifth meeting of the Fifth Board of directors to all directors of the company by email and telephone on March 22, 2022.
The meeting was held at 10:00 a.m. on March 24, 2022 in the conference room on the first floor of the company by on-site and communication. There were 9 directors who should attend the meeting, 9 directors who actually attended the meeting, and the company’s supervisors and senior managers attended the meeting as nonvoting delegates. The convening and convening of this meeting comply with the relevant provisions of the company law of the people’s Republic of China and the articles of association, and the resolutions of the meeting are legal and effective.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary;
In order to further improve the corporate governance structure of the company, promote the company to establish and improve an effective incentive and restraint mechanism, fully mobilize the enthusiasm of the company’s management, core technicians and core employees, effectively integrate the interests of shareholders, the company and employees, make all parties pay common attention to the sustainable development of the company, and ensure the realization of the company’s development strategy and business objectives, on the premise of fully protecting the interests of shareholders, In accordance with the principle of equal incentives and constraints, the company, 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 incentives of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines for self-discipline supervision of companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling and other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of association, The company has formulated the Hybio Pharmaceutical Co.Ltd(300199) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”) and its summary, and plans to grant restricted shares to incentive objects.
The independent directors of the company expressed their independent opinions on this proposal. For details, see the relevant announcement of the company published on cninfo.com, the gem information disclosure website designated by the CSRC on March 25, 2022.
Related parties Pinxiang Yu, Tang Yangming and Yang Di avoided voting.
Voting result: Yes: 6 votes; Against: 0 votes; Abstention: 0 votes.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(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, 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 GEM stocks of Shenzhen Stock Exchange, the self regulatory guide for GEM listed companies of Shenzhen Stock Exchange No. 1 – Business handling and other relevant laws and regulations, as well as the provisions of the articles of association and incentive plan (Draft), and in combination with the actual situation of the company, The company has formulated the management measures for the implementation and assessment of the restricted stock incentive plan in 2022.
The independent directors of the company expressed their independent opinions on this proposal. For details, see the relevant announcement of the company published on cninfo.com, the gem information disclosure website designated by the CSRC on March 25, 2022.
Related parties Pinxiang Yu, Tang Yangming and Yang Di avoided voting.
Voting result: Yes: 6 votes; Against: 0 votes; Abstention: 0 votes.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(III) deliberated and passed the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022;
In order to specifically 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 relevant matters of the company’s incentive plan on the premise of complying with relevant laws and regulations, including but not limited to: 1. The general meeting of shareholders of the company is requested to authorize the board of directors to be responsible 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 incentive plan;
(2) Authorize the board of directors to make corresponding adjustments to the number of restricted shares and the number of underlying shares involved in the incentive plan in accordance with the methods specified in this 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 according to the methods specified in this incentive plan when the company has matters such as capital reserve converted into share capital, stock dividend distribution, stock subdivision or reduction, share allotment and dividend distribution;
(4) Authorize the board of directors to distribute and adjust the shares to be granted among the incentive objects before the grant of restricted shares; During the ownership process of restricted stock capital payment and share registration, the shares of restricted stock that have been abandoned due to the resignation of employees or insufficient funds of employees shall be invalidated;
(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 of the company 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 Shenzhen stock exchange for ownership, applying to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch for relevant registration and settlement business, amending the articles of association, and applying to the administrative department for Industry and Commerce for the registration of changes in the registered capital of the company;
(9) Authorize the board of directors to handle the matters related to the change and termination of the incentive plan in accordance with the provisions of the company’s restricted stock incentive plan in 2022, including but not limited to canceling the ownership qualification of the incentive object, invalidating the restricted shares granted to the incentive object but not yet vested, and handling the inheritance of the restricted shares of the deceased incentive object that have not yet been vested;
(10) 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;
(11) Authorize the board of directors to sign, execute, modify and terminate any agreement related to this incentive plan and other relevant agreements;
(12) Authorize the board of directors to manage and adjust the incentive plan of the company, 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 the 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;
(13) 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; 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 of the company is requested to authorize the board of directors to appoint independent financial advisers, receiving banks, accounting firms, law firms, securities companies and other intermediaries for the implementation of this 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 incentive plan. Among the above authorized matters, except for the matters that need to be adopted by the resolution of the board of directors as specified in laws, administrative regulations, rules of the CSRC, normative documents, this incentive plan or the articles of association, other matters can be directly exercised by the chairman of the board of directors or an appropriate person authorized by him on behalf of the board of directors.
Related parties Pinxiang Yu, Tang Yangming and Yang Di avoided voting.
Voting result: Yes: 6 votes; Against: 0 votes; Abstention: 0 votes.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IV) deliberated and passed the proposal on applying for comprehensive credit line from banks;
It is agreed that the company applies to the bank for a comprehensive credit line of no more than 300 million yuan, of which: apply to Bank Of Beijing Co.Ltd(601169) Shenzhen Branch for a comprehensive credit line of no more than 50 million yuan, and the subsidiary Hybio Pharmaceutical Co.Ltd(300199) (Wuhan) Co., Ltd. provides joint and several liability guarantee. Apply to China Zheshang Bank Co.Ltd(601916) Shenzhen Branch for 250 million comprehensive credit line. The above credit period is tentatively set as 3 years. The guarantee method, credit line and term of this financing credit shall be subject to the approval of the bank. In this credit extension, the company authorized the chairman to sign relevant credit extension documents and authorized the management to use the above credit line according to the capital demand.
For details, see the relevant announcement of the company published on cninfo.com, the gem information disclosure website designated by the CSRC on March 25, 2022.
Voting result: Yes: 9 votes; Against: 0 votes; Abstention: 0 votes.
(V) deliberated and passed the proposal on directional financing from Shenzhen hi tech investment and Financing Guarantee Co., Ltd;
It is agreed that the company will raise funds from Shenzhen hi tech investment and Financing Guarantee Co., Ltd. with a total amount of no more than 150 million yuan. The financing product is Hybio Pharmaceutical Co.Ltd(300199) a state-owned enterprise fund support plan, with a period of no more than 12 months, which shall be subject to the actually signed relevant contracts. The Hybio Pharmaceutical Co.Ltd(300199) a state-owned enterprise fund support plan shall be guaranteed by the controlling shareholders, actual controllers and their spouses, And the company’s Pingshan land and real estate (Yue (2016) Shenzhen real estate property right No. 0118889), which shall be subject to the signed mortgage contract.
In order to ensure the smooth progress of this directional financing and improve the financing efficiency, the general meeting of shareholders is requested to authorize the chairman of the board of directors to handle matters related to this directional financing, including but not limited to: adjusting and determining the specific scheme of this directional financing, revising and adjusting the terms and other matters related to this directional financing, and signing relevant documents and agreements related to this directional financing according to the specific conditions of the company and the market.
Voting result: Yes: 9 votes; Against: 0 votes; Abstention: 0 votes.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（6） Deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022;
It is agreed that the company will hold the first extraordinary general meeting of shareholders in 2022 by on-site combined with communication voting at 15:30 p.m. on Monday, April 11, 2022, and the equity registration date is Wednesday, April 6, 2022.
For details, see the relevant announcement of the company published on cninfo.com, the gem information disclosure website designated by the CSRC on March 25, 2022.
Voting result: Yes: 9 votes; Against: 0 votes; Abstention: 0 votes.
3、 Documents for future reference
1. Resolution of the 5th meeting of Hybio Pharmaceutical Co.Ltd(300199) the 5th board of directors;
2. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Hybio Pharmaceutical Co.Ltd(300199) board of directors March 25, 2022
