Securities code: 688575 securities abbreviation: Shenzhen Yhlo Biotech Co.Ltd(688575) Announcement No.: 2022-003 Shenzhen Yhlo Biotech Co.Ltd(688575)
Announcement of resolutions of the third meeting of the third board of directors
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 liabilities for the authenticity, accuracy and integrity of its contents according to law. The third meeting of the third board of directors (hereinafter referred to as “the meeting”) of Shenzhen Yhlo Biotech Co.Ltd(688575) (hereinafter referred to as “the company”) was held on January 14, 2022 by means of on-site communication. There were 7 directors who should attend the meeting, and 7 directors actually attended, accounting for 100% of the number of directors who should attend. The convening and convening procedures of this meeting meet the requirements of the articles of association and relevant laws and regulations. After deliberation and voting by the directors present at the meeting, the following resolutions were formed:
1、 The proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary was deliberated and adopted
In order to further improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s employees, effectively combine the interests of shareholders, the company and the personal interests of the core team, and enable all parties to pay common attention to and promote the long-term development of the company, the company, on the premise of fully protecting the interests of shareholders, in accordance with the principle of matching income and contribution, In accordance with relevant laws and regulations and the articles of association, the remuneration and assessment committee of the board of directors has formulated the company’s restricted stock incentive plan for 2022 (Draft) and its summary, and plans to implement the restricted stock incentive plan.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The Shenzhen Yhlo Biotech Co.Ltd(688575) 2022 restricted stock incentive plan (Draft) and its abstract disclosed on the.
Independent directors expressed their independent opinions on the above proposal.
Voting result: 7 votes in favor; 0 votes against; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
2、 The proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 was deliberated and adopted
The board of Directors believes that in order to further improve the corporate governance structure, establish and improve the company’s incentive and restraint mechanism, ensure the smooth implementation of the company’s restricted stock incentive plan in 2022, give full play to the role of equity incentive to the greatest extent, and then ensure the realization of the company’s development strategy and business objectives, in accordance with the provisions of relevant laws and regulations and the articles of association, In combination with the actual situation of the company, the company has formulated the management measures for the implementation and assessment of restricted stock incentive plan in 2022.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Measures for the administration of Shenzhen Yhlo Biotech Co.Ltd(688575) 2022 restricted stock incentive plan implementation assessment disclosed in the.
Independent directors expressed their independent opinions on the above proposal.
Voting result: 7 votes in favor; 0 votes against; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
3、 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2022 was deliberated and adopted
In order to ensure the smooth implementation of the company’s restricted stock incentive plan in 2022 (hereinafter referred to as the “incentive plan”), the board of directors of the company submits to the general meeting of shareholders to authorize the board of directors to deal with matters related to the incentive plan, including but not limited to:
1. 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 grant date of the restricted stock incentive plan; And authorize the board of directors to finally determine the actual grant price based on the closing price of the company’s shares on the grant date on the premise of controlling the share payment expenses, but not lower than the lower limit of the grant price determined by the incentive plan approved by the general meeting of shareholders;
(2) Authorize the board of directors to adjust the number of restricted shares according to the methods specified in the restricted stock 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 in accordance with the methods specified in the restricted stock 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 and dividend distribution;
(4) Authorize the board of directors to adjust the restricted shares to the reserved part or distribute them among the incentive objects according to the established methods and procedures;
(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 board of directors 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 the stock exchange for ownership, applying to the registration and Clearing Company for relevant registration and clearing business, amending the articles of association and handling the registration of changes in the company’s registered capital;
(9) Authorize the board of directors to handle matters related to the change and termination of the restricted stock 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 and canceling the ownership of the restricted stock that has not been owned by the incentive object;
(10) Authorize the board of directors to manage and adjust the company’s restricted stock incentive 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 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;
(11) 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;
(12) 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. 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. For the implementation of this incentive plan, the board of directors is authorized to appoint financial consultants, receiving banks, accounting firms, law firms, securities companies and other intermediaries.
4. The period of authorization to the board of directors is consistent with the validity of this incentive plan.
5. Among the above authorized matters, the board of directors and / or the authorized representative of the board of directors (the chairman of the board of directors) are authorized to exercise other matters except those that are clearly required to be adopted by the resolution of the board of directors in laws, administrative regulations, rules of the CSRC, normative documents, this incentive plan or the articles of association.
Voting result: 7 votes in favor; 0 votes against; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
4、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
Agree to propose to convene the first extraordinary general meeting of shareholders in 2022 on February 7, 2022.
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day for details Notice of Shenzhen Yhlo Biotech Co.Ltd(688575) on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-005) disclosed on the.
Voting result: 7 votes in favor; 0 votes against; There were no abstentions.
It is hereby announced.
Shenzhen Yhlo Biotech Co.Ltd(688575) board of directors January 15, 2022
