Securities code: Cansino Biologics Inc(688185) securities abbreviation: Cansino Biologics Inc(688185) Announcement No.: 2022023 Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company
Announcement on canceling some restricted shares granted but not yet vested
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.
Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company (hereinafter referred to as “the company” or ” Cansino Biologics Inc(688185) “) held the 8th meeting of the second board of directors and the 11th meeting of the second board of supervisors on March 25, 2022, deliberated and adopted the proposal on canceling some restricted shares granted but not yet vested. According to the company’s 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan”) In accordance with the provisions of the administrative measures for the implementation and assessment of the restricted stock incentive plan in 2021 (hereinafter referred to as the “administrative measures”) and the authorization of the company’s second extraordinary general meeting of shareholders in 2021, the board of directors of the company agreed to abolish a total of 470940 shares of restricted shares that have been granted but not yet vested. Relevant matters are hereby announced as follows:
1、 Decision making procedures performed for the restricted stock incentive plan in 2021
1. On August 20, 2021, the company held the fifth interim meeting of the second board of directors, 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 requesting 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 relevant proposals of the incentive plan.
On the same day, the company held the seventh meeting of the second 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 measures for the implementation and assessment of the restricted stock incentive plan in 2021, and the proposal on verifying the list of incentive objects of the company’s restricted stock incentive plan in 2021, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
The company was posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on August 21, 2021 Relevant announcements were disclosed.
2. On August 21, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement on the public solicitation of entrusted voting rights by independent directors (Announcement No.: 2021031) was disclosed. According to the entrustment of other independent directors of the company, Mr. Liu Jianzhong, the independent director, as the collector, solicited voting rights for the proposals related to the company’s 2021 restricted stock incentive plan considered at the second extraordinary general meeting of shareholders in 2021 and the first A-share class shareholders’ meeting in 2021.
3. From August 21, 2021 to August 30, 2021, the company publicized the list of incentive objects 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 of the incentive plan. On September 3, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021 (Announcement No.: 2021036).
4. On September 10, 2021, the company held the second extraordinary general meeting in 2021, the first A-share general meeting in 2021 and the first H-share general meeting in 2021, and deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary The proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021 and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive were posted on the website of Shanghai Stock Exchange (www.sse. Com. CN) on September 11, 2021 Disclosed the self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2021 (Announcement No.: 2021037). 5. On September 10, 2021, the company held the sixth interim meeting of the second board of directors and the ninth meeting of the second board of supervisors, and deliberated and adopted the proposal on adjusting the matters related to the first grant of the restricted stock incentive plan in 2021, the proposal on the first grant of restricted shares to incentive objects, and the proposal on granting some reserved restricted shares to incentive objects. The independent directors of the company expressed independent opinions on the matter. The board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
6. On March 25, 2022, the company held the 8th meeting of the 2nd board of directors and the 11th meeting of the 2nd board of supervisors, deliberated and adopted the proposal on canceling some granted but not yet vested restricted shares, and the independent directors of the company expressed their independent opinions on relevant matters.
2、 Details of the cancellation of restricted shares this time
1. Since the 10 incentive objects granted for the first time in the company’s restricted stock incentive plan in 2021 have resigned for personal reasons and are no longer eligible for incentive, the 16890 class II restricted shares granted but not yet vested shall not be vested and shall be treated as invalid.
According to the proposal on granting restricted shares to incentive objects for the first time and the proposal on granting some reserved restricted shares to incentive objects deliberated at the sixth extraordinary meeting of the second board of directors on September 10, 2021, the incentive plan has granted 924990 restricted shares to a total of 395 incentive objects. Therefore, after the cancellation, it will be changed to grant 908100 restricted shares to 385 incentive objects in total. 2. According to the attribution conditions set in the incentive plan and management measures, the performance assessment requirements of the company in 2021 are as follows:
Performance appraisal objective a performance appraisal objective B performance appraisal objective C
Annual company ownership coefficient 100%, company ownership coefficient 85%, company ownership coefficient 70%
The company shall meet the following conditions at the same time. The company shall meet the following conditions at the same time: PCS:
1. In 2021, the company’s operating revenue shall not be less than 7 billion yuan in 2021, 2021 and 2021; The income shall not be less than 6.5 billion yuan; The income shall not be less than 6 billion yuan;
2. By the end of 2021, 2. By the end of 2021, 2. By the end of 2021, 2. By the end of 2021, there are less than 3 listed products (many have 3 listed products (many have 3 listed products) (excluding Ad5 EBOV); Including Ad5 EBOV); Including Ad5 EBOV);
3. In 2021, new clinical trial approval, clinical bed trial approval, clinical bed trial approval At least 3 products under research that have obtained the approval of clinical trial and entering clinical trial, enter the next test, enter the next test, and enter the next phase of clinical trial.
Phase I clinical trials, no less than 3. Phase I clinical trials, no less than 3.
According to the audited financial report of the company in 2021, the company’s operating income in 2021 did not meet the above performance assessment objectives at the company level. 2021 is the first performance appraisal year, and its ownership proportion is 50%. Therefore, 454050 restricted shares that have been granted but do not meet the ownership conditions of the first vesting period are cancelled. To sum up, the total number of restricted shares invalidated this time is 470940. After the cancellation of the above 470940 restricted shares, the number of incentive objects granted by the company’s restricted stock incentive plan in 2021 was changed from 395 to 385, and the number of restricted shares granted but not yet vested by the incentive objects was changed from 924990 to 454050.
3、 The impact of the cancellation of some restricted shares on the company
The cancellation of some restricted stocks this time will not have a substantial impact on the company’s financial status and operating results, nor will it affect the stability of the company’s core management team. The cancellation of some restricted stocks this time will not affect the continued implementation of the company’s equity incentive plan.
4、 Opinions of the board of supervisors
The cancellation of some restricted shares this time complies with the relevant provisions of the measures for the administration of equity incentive of listed companies, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange and the company’s 2021 restricted stock incentive plan (Draft). There is no harm to the interests of shareholders. The board of supervisors agrees that the company will cancel some granted but not yet vested restricted shares.
5、 Opinions of independent directors
The cancellation of some restricted shares complies with the relevant provisions of the Listing Rules of Shanghai Stock Exchange science and innovation board, the measures for the administration of equity incentive of listed companies and the company’s 2021 restricted stock incentive plan (Draft), and the decisions made have fulfilled the necessary procedures. Therefore, we agree to the proposal on canceling some restricted shares granted but not yet vested.
6、 Concluding observations of legal opinions
The lawyer of Beijing Tianyuan law firm believes that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization for the cancellation of some restricted shares at this stage; This cancellation of some restricted shares complies with the relevant provisions of the securities law, the company law, the measures for the administration of equity incentive of listed companies, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange and other laws, regulations and normative documents, as well as the 2021 restricted stock incentive plan (Draft).
7、 Online announcement attachment
(I) independent opinions of independent directors on matters related to the eighth meeting of the second board of directors;
(II) legal opinion of Beijing Tianyuan law firm on the cancellation of some restricted shares in the restricted stock incentive plan of Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company in 2021.
It is hereby announced.
Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) board of directors March 28, 2022
