Securities code: Acrobiosystems Co.Ltd(301080) securities abbreviation: Acrobiosystems Co.Ltd(301080) Announcement No.: 2022024 Acrobiosystems Co.Ltd(301080)
Announcement of resolutions of the 16th meeting of the first 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
Acrobiosystems Co.Ltd(301080) (hereinafter referred to as “the company”) the 16th meeting of the first board of directors was held by means of communication voting and on-site voting at 11:30 a.m. on April 22, 2022 in the conference room of the company, No. 8 Hongda North Road, Beijing Economic and Technological Development Zone, Beijing. The meeting notice and meeting materials were sent by hand, fax and e-mail on April 17, 2022. There are 7 directors attending the meeting, 2 directors participating in the on-site meeting and 5 directors participating in the communication meeting, including Mr. Wang Xuegang, Mr. Qin Yangwen, Ms. Xu juanhong, Mr. Liu Feng and Mr. Zhang Yong. The meeting was presided over by Mr. Chen Yiding, chairman of the board of directors, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of the meeting shall comply with laws, regulations, rules and the provisions of the articles of association.
2、 Deliberations of the board meeting
The directors attending the meeting unanimously passed the following resolutions:
(I) deliberated and passed the proposal on the company’s report for the first quarter of 2022
After review, the board of Directors believes that the preparation procedures of the company’s first quarter report of 2022 comply with the provisions of laws and administrative regulations, and the contents of the report truly, accurately and completely reflect the actual operation of the company, without any false records, misleading statements or major omissions.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day The first quarter report of 2022.
Voting results: 7 in favor, 0 against and 0 abstention.
(II) the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary was deliberated and adopted
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain outstanding talents, fully mobilize the enthusiasm of the company’s directors, senior managers and core business backbone, effectively combine the interests of shareholders, the company and employees, and enable all parties to jointly pay attention to the long-term development of the company, the company has formulated the 2022 restricted stock incentive plan (Draft) and its abstract in accordance with relevant laws and regulations, It is proposed to implement the restricted stock incentive plan to the incentive object.
The independent directors of the company have expressed their independent opinions on this proposal.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Restricted stock incentive plan for 2022 (Draft) and summary of restricted stock incentive plan for 2022 (Draft). The spouses of Chen Yiding, Miao Jingyun and Wang Xuegang are the incentive objects of this restricted stock incentive plan, and Chen Yiding, Miao Jingyun and Wang Xuegang have avoided voting. The remaining four Directors voted.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(III) 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 progress of the company’s restricted stock incentive plan in 2022 and the realization of the company’s development strategy and business objectives, the company has formulated the management measures for the implementation and assessment of the restricted stock incentive plan in 2022 in accordance with relevant laws and regulations.
The independent directors of the company have expressed their independent opinions on this proposal.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Management measures for the implementation and assessment of restricted stock incentive plan in 2022.
The spouses of Chen Yiding, Miao Jingyun and Wang Xuegang are the incentive objects of this restricted stock incentive plan, and Chen Yiding, Miao Jingyun and Wang Xuegang have avoided voting. The remaining four Directors voted.
Voting results: 4 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) deliberated and passed the proposal on submitting to the general meeting of shareholders 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, it is agreed that the board of directors of the company shall request 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) The general meeting of shareholders of the company is requested 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 stock grants according to 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 so on;
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 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; ⑤ Authorize the board of directors to review and confirm the attribution qualification and attribution conditions of incentive objects, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
⑥ Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be vested;
⑦ Authorize the board of directors to handle all matters necessary for the ownership of incentive objects, including but not limited to applying to the stock exchange for ownership registration, 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;
⑧ Authorize the board of directors to handle the ownership of restricted shares that have not been vested;
⑨ Authorize the board of directors to sign, execute, modify and terminate any agreement related to the equity incentive plan and other relevant agreements;
⑩ Authorize the board of directors to manage and adjust the company’s restricted stock 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;
(2) 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.
(3) 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.
(4) The general meeting of shareholders is requested to authorize the board of directors to appoint financial consultants, receiving banks, accountants, lawyers, securities companies and other intermediaries for the implementation of this incentive plan.
(5) 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.
Except for the matters that need to be passed by the resolution of the board of directors as specified in laws, administrative regulations, rules of the CSRC, normative documents, this equity 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.
The spouses of Chen Yiding, Miao Jingyun and Wang Xuegang are the incentive objects of this restricted stock incentive plan, and Chen Yiding, Miao Jingyun and Wang Xuegang have avoided voting. The remaining four Directors voted.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(V) deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022
It is agreed that the first extraordinary general meeting of the company will be held on October 2022.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Notice on convening the first extraordinary general meeting of shareholders in 2022.
Voting results: 7 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolutions of the 16th meeting of the first board of directors;
2. Independent opinions of independent directors on matters related to the 16th meeting of the first board of directors.
It is hereby announced.
Acrobiosystems Co.Ltd(301080) board of directors April 23, 2022
