Securities code: 300529 securities abbreviation: Jafron Biomedical Co.Ltd(300529) Announcement No.: 2022-002 bond Code: 123117 bond abbreviation: Jianfan convertible bond
Jafron Biomedical Co.Ltd(300529)
Announcement on resolutions of the 29th meeting of the 4th 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、 Convening of board meeting
The 29th meeting of the 4th board of directors of Jafron Biomedical Co.Ltd(300529) (hereinafter referred to as “the company”) was held by means of on-site meeting and communication voting in the company’s conference room on January 17, 2022. 9 directors should attend the meeting and 9 actually attended the meeting, which is in line with the relevant provisions of the company law and the company’s articles of association. The notice of this meeting was delivered to all directors by e-mail and telephone on January 13, 2022.
Mr. Dong Fan, chairman of the company, convened and presided over the meeting, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening of this board meeting complies with the relevant provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
After careful discussion by the directors present at the meeting, the following proposals were considered and voted through:
1. 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, middle managers and core backbone, and effectively transfer the interests of shareholders The interests of the company and the personal interests of the core team are combined to make all parties pay common attention to the long-term development of the company. The remuneration and assessment committee of the board of directors of the company has formulated the company’s 2022 stock option incentive plan (Draft) and its summary in accordance with relevant laws and regulations. The independent directors expressed their independent opinions on this. For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）The 2022 stock option incentive plan (Draft) and its abstract issued.
Directors Tang Xianmin, Zhang Guanghai, Zeng Kai and Li Feng are the incentive objects of this equity incentive plan. Therefore, directors Tang Xianmin, Zhang Guanghai, Zeng Kai and Li Feng have avoided voting on this proposal.
Voting results: 5 in favor, 0 against, 0 abstention and 4 avoidance.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and passed by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
2. The proposal on the management measures for the implementation and assessment of the company’s stock option incentive plan in 2022 was reviewed and passed. In order to ensure the smooth progress of the company’s stock option incentive plan in 2022 and the realization of the company’s development strategy and business objectives, according to the provisions of relevant laws and regulations and the actual situation of the company, The management measures for the implementation and assessment of stock option incentive plan in 2022 are hereby formulated. The independent directors expressed their independent opinions on this. For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）Management measures for the implementation and assessment of stock option incentive plan in 2022 issued by the State Council.
Directors Tang Xianmin, Zhang Guanghai, Zeng Kai and Li Feng are the incentive objects of this equity incentive plan. Therefore, directors Tang Xianmin, Zhang Guanghai, Zeng Kai and Li Feng have avoided voting on this proposal.
Voting results: 5 in favor, 0 against, 0 abstention and 4 avoidance.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and passed by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
3. The proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the 2022 stock option incentive plan was reviewed and adopted
In order to better promote and implement the company’s 2022 stock option incentive plan, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle matters related to the implementation of the incentive plan:
(1) Submit to the general meeting of shareholders of the company to authorize the board of directors to be responsible for the following matters for the specific implementation of the stock option incentive plan: 1) authorize the board of directors to determine the authorization date of the stock option incentive plan;
2) Authorize the board of directors to adjust the number of underlying shares involved according to the methods specified in the stock option 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 exercise price of stock options according to the methods specified in the stock option 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 grant stock options to the incentive object and handle all matters necessary for the grant of stock options when the incentive object meets the conditions, including but not limited to signing the 2022 stock option incentive plan grant agreement with the incentive object;
5) Authorize the board of directors to decide whether the stock options granted to the incentive object can be exercised, review and confirm the exercise qualification and exercise conditions of the incentive object, and agree that the board of directors will authorize the remuneration and assessment committee of the board of directors to exercise this right;
6) Authorize the board of directors to handle all matters necessary for the exercise of incentive objects, including but not limited to submitting an application for exercise to the stock exchange, applying to the registration and settlement company for handling relevant registration and settlement business, amending the articles of association, handling the registration of changes in the company’s registered capital, etc;
7) Authorize the board of directors to handle the exercise of stock options that have not been exercised;
8) Authorize the board of directors to handle relevant matters related to the change and termination of the stock option incentive plan in accordance with the provisions of the company’s stock option incentive plan, including but not limited to canceling the exercise qualification of the incentive object, canceling the stock option of the incentive object that has not been exercised, and handling the inheritance of the stock option of the deceased incentive object that has not been exercised, Terminate the company’s stock option incentive plan;
9) Authorize the board of directors to manage and adjust the company’s stock option 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 provisions of the stock option 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;
10) Authorize the board of directors to implement other necessary matters required by the stock option 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 on the stock option 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.
(3) The general meeting of shareholders is requested to authorize the board of directors to appoint financial advisers, receiving banks, accountants, lawyers, securities companies and other intermediaries for the implementation of the stock option incentive plan.
(4) The above authorization shall be valid from the date of approval by the general meeting of shareholders to the duration of relevant matters.
The above authorized matters, except for those clearly specified in laws, administrative regulations, rules of the CSRC, normative documents, the stock option incentive plan or the articles of association that need to be adopted by the board of directors, 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.
Directors Tang Xianmin, Zhang Guanghai, Zeng Kai and Li Feng are the incentive objects of this equity incentive plan. Therefore, directors Tang Xianmin, Zhang Guanghai, Zeng Kai and Li Feng have avoided voting on this proposal.
Voting results: 5 in favor, 0 against, 0 abstention and 4 avoidance.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and passed by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
4. The proposal on increasing registered capital, changing business scope and amending the articles of association was reviewed and approved, and the independent directors of the company expressed their independent opinions on the matter. For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Announcement on increasing registered capital, changing business scope and amending the articles of association.
Voting: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and passed by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
5. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was reviewed and adopted
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022 disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Jafron Biomedical Co.Ltd(300529) board of directors January 17, 2022
