Securities code: 688575 securities abbreviation: Shenzhen Yhlo Biotech Co.Ltd(688575) Announcement No.: 2022-002 Shenzhen Yhlo Biotech Co.Ltd(688575)
Summary announcement of restricted stock incentive plan (Draft) in 2022
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.
Important content tips:
Equity incentive method: restricted stock (class II)
Share source: the company issues A-share common shares to the incentive object
Total equity of equity incentive and total number of underlying shares involved:
The Shenzhen Yhlo Biotech Co.Ltd(688575) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan” or “the plan”) intends to grant 2 million restricted shares, accounting for about 0.49% of the total share capital of the company at the time of announcement of the draft incentive plan of 405 million shares. Among them, 1658000 shares were granted for the first time, accounting for about 0.41% of the total share capital of the company when the draft incentive plan was announced, and the part granted for the first time accounted for 82.90% of the total equity granted this time; 342000 shares are reserved, accounting for 0.08% of the total share capital of the company when the draft incentive plan is announced, and the reserved part accounts for 17.10% of the total equity granted this time. 1、 Purpose of equity incentive plan
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, make all parties pay common attention, promote the long-term development of the company, and on the premise of fully protecting the interests of shareholders, according to the principle of matching income and contribution, In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules”) The incentive plan is formulated in accordance with the self regulatory guide No. 4 – disclosure of equity incentive information of listed companies on the science and Innovation Board (hereinafter referred to as the “self regulatory guide”) and other relevant laws, regulations and normative documents, as well as the provisions of the Shenzhen Yhlo Biotech Co.Ltd(688575) articles of Association (hereinafter referred to as the “articles of association”).
As of the announcement date of the incentive plan, the company has no other equity incentive system arrangements being implemented for directors, supervisors, senior managers, core technicians and employees.
2、 Equity incentive method and source of underlying stock
(I) equity incentive method
The incentive tool adopted in this incentive plan is the second type of restricted stock. The incentive objects who meet the grant conditions of the incentive plan, after meeting the corresponding attribution conditions, will obtain the additional A-share common shares issued by the company in batches at the grant price, and these shares will be registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. The restricted shares granted to the incentive object shall not enjoy the rights of shareholders of the company before they are vested, and the restricted shares shall not be transferred, used for guarantee or debt repayment.
(II) source of underlying stock
The source of the underlying stock involved in the incentive plan is the company’s directional issuance of A-share common stock to the incentive object.
3、 Number of rights and interests to be granted under the equity incentive plan
The number of restricted shares to be granted under the incentive plan is 2 million shares, accounting for about 0.49% of the total share capital of the company at the time of announcement of the draft incentive plan of 405 million shares. Among them, 1658000 shares were granted for the first time, accounting for about 0.41% of the total share capital of the company when the draft incentive plan was announced, and the part granted for the first time accounted for 82.90% of the total equity granted this time; 342000 shares are reserved, accounting for 0.08% of the total share capital of the company when the draft incentive plan is announced, and the reserved part accounts for 17.10% of the total equity granted this time.
As of the date of announcement of the draft incentive plan, the total amount of the underlying shares involved in the equity incentive plan within the full validity period has not exceeded 20.00% of the total share capital of the company when the incentive plan was submitted to the general meeting of shareholders. The cumulative shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period shall not exceed 1.00% of the total share capital of the company when the incentive plan is submitted to the general meeting of shareholders.
From the announcement date of the incentive plan to the date when the incentive object completes the ownership registration of restricted shares, the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division of shares, the allotment of shares, the reduction of shares, etc., and the number of restricted shares granted shall be adjusted accordingly.
4、 Determination basis, scope and number of rights and interests granted to incentive objects
(I) basis for determining incentive objects
1. Legal basis for determining incentive objects
The incentive objects of the incentive plan are determined in accordance with the company law, securities law, administrative measures, listing rules, self regulatory guidelines and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive objects involved in the first part of the incentive plan are the core backbone of the company (including subsidiaries).
(II) scope of incentive objects
1. The total number of incentive objects granted by the incentive plan for the first time is 65, accounting for about 5.64% of the total number of 1152 employees (as of December 31, 2020), including: core backbone.
Among the above incentive objects, all incentive objects must have employment or labor relations with the company or its subsidiaries when the company grants restricted shares and within the assessment period specified in the incentive plan.
2. The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall accurately disclose the relevant information of the incentive object on the designated website in time as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the incentive objects of reserved restricted shares shall be determined with reference to the criteria for the first grant, and may include directors, senior managers and core technicians.
(III) distribution of restricted shares granted to incentive objects
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Proportion of granted restrictions to the total share capital (10000 shares) at the time of announcement
1、 First award part (65 persons)
Core backbone 165.80 82.90% 0.41%
2、 Reserved part 34.20 17.10% 0.08%
Total 200.00 100.00% 0.49%
Note: 1. The shares of the company granted by any of the above incentive objects through the equity incentive plan within the whole validity period do not exceed 1.00% of the total share capital of the company.
The total number of subject shares involved in the equity incentive plan within the whole validity period of the company does not exceed 20.00% of the total share capital of the company. The proportion of reserved rights and interests shall not exceed 20.00% of the number of rights and interests to be granted in the incentive plan.
2. The incentive objects granted for the first time in the plan do not include independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the shares of the listed company, actual controllers of the listed company and their spouses, parents, children and foreign employees, nor do they include other personnel who are not allowed to be incentive objects as identified in the management measures.
3. The incentive objects of the reserved part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of incentive objects on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid.
4. If the incentive object voluntarily abandons the granted rights and interests for personal reasons, the board of directors shall adjust the number of grants accordingly, adjust the share of rights and interests abandoned by the incentive object to the reserved part or distribute among the incentive objects.
5. If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
(IV) verification of incentive objects
1. After the incentive plan is reviewed and approved by the board of directors, the company will publicize the names and positions of incentive objects internally for a period of not less than 10 days.
2. The board of supervisors of the company will review the list of incentive objects, fully listen to the publicity opinions, and disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects 5 days before the general meeting of shareholders of the company considers the incentive plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
5、 Relevant schedule of this incentive plan
(I) validity period of the incentive plan
The validity period of the incentive plan shall be no more than 48 months from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid.
(II) relevant date and term of the incentive plan
1. Grant date
The granting date shall be determined by the board of directors after the incentive plan is submitted to the general meeting of shareholders for deliberation and approval. The grant date must be a trading day.
2. Attribution arrangements
The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive object meets the corresponding vesting conditions. The vesting date must be the trading day, but shall not be vested within the following periods:
(1) 30 days before the announcement of the company’s periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
(2) 10 days before the announcement of the company’s performance forecast and performance express;
(3) From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to 2 trading days after disclosure according to law;
(4) Other periods prescribed by the CSRC and the Shanghai Stock Exchange.
The above “major events” are transactions or other major events that the company shall disclose in accordance with the listing rules.
If relevant laws, administrative regulations and departmental rules have other provisions on the period that cannot be attributed, the relevant provisions shall prevail.
The vesting period and arrangement of restricted shares granted for the first time and reserved for grant under the incentive plan are as follows:
The proportion of the number of vested interests in the total granted interests at the time of ownership arrangement
The first grant and reserved grant shall be the first 12 months after the date of the first grant / reserved grant
50% within 24 months from the trading day of the first vesting period to the date of the first grant / reserved grant
Until the last trading day of
The first grant and reserved grant shall be the first 24 months after the date of the first grant / reserved grant
50% within 36 months from the trading day of the second vesting period to the date of the first grant / reserved grant
Until the last trading day of
The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used to guarantee or repay debts before vesting. The restricted shares granted to the incentive object but not yet vested, the increased shares due to the conversion of capital reserve into share capital, share distribution and other circumstances are subject to the vesting conditions, and shall not be transferred, used for guarantee or debt repayment before vesting. If the restricted shares cannot be vested at that time, the shares obtained for the above reasons shall not be vested.
3. Lock up period
The lock up period refers to the time period after the restricted shares granted to the incentive object are vested. No lock up period will be set after the ownership of the granted shares in this restricted stock incentive plan. If the incentive objects are directors and senior managers of the company, the restrictions on sales shall be in accordance with the company law, the securities law and some provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies The detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of companies listed on Shanghai Stock Exchange and other relevant laws, regulations, normative documents and the articles of association shall be implemented. The specific contents are as follows:
(1) If the incentive objects are directors and senior managers of the company, the shares they transfer each year during their tenure shall not exceed 25% of the total shares of the company they hold. They shall not transfer the shares of the company they hold within six months after their resignation.
(2) If the incentive objects are directors and senior managers of the company, they will sell their shares of the company within 6 months after buying, or buy them again within 6 months after selling, and the income from this will belong to the company, and the board of directors of the company will recover their income.
(3) During the validity period of this incentive plan, if relevant laws and regulations such as the company law, the securities law, several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies on Shanghai Stock Exchange, etc If there are changes in the relevant provisions on the transfer of shares held by the company’s directors and senior managers in the normative documents and the articles of association, the transfer of the company’s shares held by these incentive objects shall comply with the revised relevant provisions at the time of transfer.
6、 Grant price of restricted shares and determination method of grant price
(I) granting of restricted shares
