Securities code: 688488 securities abbreviation: Jiangsu Aidea Pharmaceutical Co.Ltd(688488) Announcement No.: 2022-009 Jiangsu Aidea Pharmaceutical Co.Ltd(688488)
Announcement of resolutions of the 21st Meeting of the first 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.
1、 Convening of board meeting
The notice of the 21st Meeting of the first board of directors (hereinafter referred to as “the company”) was sent to all directors in writing on January 14, 2022. The meeting was held on January 19, 2022 in the company’s conference room by on-site combined with communication voting. The meeting was presided over by Mr. Fu Heliang, chairman of the board of directors. There were 9 directors and 9 directors. The convening and convening procedures of this meeting comply with the company law of the people’s Republic of China, the articles of association and other relevant provisions.
2、 Deliberations of the board meeting
The directors attending the meeting deliberated the following proposals and voted on the following matters:
(I) deliberated and passed the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary
In order to further establish and 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 make all parties pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, in accordance with the principle of equal incentives and constraints, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association, The company has formulated the restricted stock incentive plan for 2022 (Draft) and its abstract, 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.) Disclosed Jiangsu Aidea Pharmaceutical Co.Ltd(688488) 2022 restricted stock incentive plan (Draft) and Jiangsu Aidea Pharmaceutical Co.Ltd(688488) 2022 restricted stock incentive plan (Draft) summary announcement (Announcement No.: 2022-004).
Voting results: Mr. Fu Heliang, Mr. Xiaoning Christopher Sheng, Mr. Yu Ke and Mr. Wang Jun, the affiliated directors, were the incentive objects of the equity incentive plan, avoided voting, with 5 affirmative votes, 0 negative votes and 0 abstention votes.
The above proposals need to be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the company’s measures for the assessment and management of the implementation of the restricted stock incentive plan in 2022
In order to ensure the smooth implementation of the company’s restricted stock incentive plan in 2022 and the realization of the company’s development strategy and business objectives, the company hereby formulates the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 in accordance with relevant laws and regulations, the provisions of the company’s restricted stock incentive plan in 2022 (Draft) and the actual situation of the company.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Administrative measures for Jiangsu Aidea Pharmaceutical Co.Ltd(688488) 2022 restricted stock incentive plan implementation assessment disclosed. Voting results: Mr. Fu Heliang, Mr. Xiaoning Christopher Sheng, Mr. Yu Ke and Mr. Wang Jun, the affiliated directors, were the incentive objects of the equity incentive plan, avoided voting, with 5 affirmative votes, 0 negative votes and 0 abstention votes.
The above proposals need to be submitted to the general meeting of shareholders of the company for deliberation.
(III) the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive was deliberated and adopted
In order to implement the company’s restricted stock incentive plan in 2022, the board of directors of the company requests 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 grant date of the restricted stock incentive plan;
(2) Authorize the board of directors to adjust the number of restricted shares granted / vested 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 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 number 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 restricted shares of incentive objects, including but not limited to applying to the stock exchange for ownership, 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 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 the cancellation of the ownership qualification of the incentive object and the cancellation of the restricted stock to which the incentive object has not yet belonged, Handle the inheritance of restricted shares to which the deceased (dead) incentive object has not yet belonged;
(9) 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 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;
(10) 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. 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. 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 incentive plan.
4. The general meeting of shareholders of the company shall agree that the period of authorization to the board of directors shall be consistent with the validity of the equity incentive plan.
5. Among the above authorized matters, other authorized matters, except those clearly specified in laws, administrative regulations, rules of the CSRC, normative documents, this equity incentive plan or the articles of association, which need to be adopted by the resolution of the board of directors, shall be submitted to the general meeting of shareholders of the company to authorize the board of directors, and the board of directors of the company shall further authorize the chairman of the company or the appropriate person authorized by him to exercise them.
Voting results: Mr. Fu Heliang, Mr. Xiaoning Christopher Sheng, Mr. Yu Ke and Mr. Wang Jun, the affiliated directors, were the incentive objects of the equity incentive plan, avoided voting, with 5 affirmative votes, 0 negative votes and 0 abstention votes.
The above proposals need to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) the proposal on changing some special accounts for raised funds and adding new special accounts for raised funds was reviewed and approved
The company agrees to change part of the special account of raised funds, cancel the special account of Yangzhou Branch of Guangdong Development Bank Co., Ltd. (Account No.: 9550880058239300203) or turn it into a general account, open a new special account of raised funds in China Construction Bank Corporation(601939) Yangzhou Branch, and transfer all the principal and interest balance of the original account of raised funds to the special account of new raised funds; It is agreed that Nanjing Aidi Pharmaceutical Technology Co., Ltd., a wholly-owned subsidiary of the company, will open a new special account for raised funds in China Construction Bank Corporation(601939) Nanjing Gulou sub branch to deposit and use the raised funds for the implementation of the “integrated enzyme inhibitor drug research and development and clinical research project” of the “innovative drug research and development technology center building purchase project”; Agree to authorize the management of the company to handle the above specific matters.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The Jiangsu Aidea Pharmaceutical Co.Ltd(688488) announcement on changing some special accounts for raised funds and adding special accounts for raised funds disclosed (Announcement No.: 2022-005).
Voting results: 9 in favor, 0 against and 0 abstention.
(V) the proposal on the withdrawal of independent director Wang Guangji from voting and the proposal on the estimation of the company’s daily connected transaction quota in 2022 was deliberated and adopted
We agree to the application of Mr. Wang Guangji, an independent director, to withdraw from voting on the proposal on the estimation of the company’s daily connected transaction quota in 2022.
Voting results: Mr. Wang Guangji, a related director, avoided voting, with 8 affirmative votes, 0 negative votes and 0 abstention votes.
(VI) the proposal on the estimation of the company’s daily connected transaction quota in 2022 was deliberated and adopted
It is agreed that in order to meet the needs of daily business development and specific project needs, the company will execute transactions on a fair basis according to the market fair price and the estimated amount of daily connected transactions in 2022.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The Jiangsu Aidea Pharmaceutical Co.Ltd(688488) announcement on the prediction of the company’s daily connected transaction quota in 2022 (Announcement No.: 2022-006) disclosed.
Voting results: Mr. Fu Heliang, Mr. Wang Jun and Mr. Wang Guangji, affiliated directors, avoided voting, with 6 affirmative votes, 0 negative votes and 0 abstention votes.
(VII) the proposal on applying for bank credit line in 2022 was deliberated and adopted
It is agreed that in 2022, the company will apply to China Construction Bank Corporation(601939) Yangzhou Branch and Bank Of Ningbo Co.Ltd(002142) Nanjing branch by credit for a comprehensive credit line with a total amount of no more than 180 million yuan. The credit products include but are not limited to working capital loans, bank acceptances, letter of guarantee, letter of credit, etc. The credit line applied by the company to the bank shall be subject to the amount actually approved by the bank. The credit period is 1 year. The credit line can be recycled within the credit period. The specific financing amount is determined within the comprehensive credit line according to the actual capital demand of the company; It is agreed to authorize the chairman of the company or the person authorized by the chairman of the board of directors to handle relevant credit and financing business with the above financial institutions within the above line, and sign relevant agreements on behalf of the company. The validity period of the authorization is one year from the date of deliberation and approval by the board of directors.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The Jiangsu Aidea Pharmaceutical Co.Ltd(688488) announcement on applying for bank credit line in 2022 (Announcement No.: 2022-007) disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
(VIII) deliberated and passed the proposal on the appointment of senior vice president of the company
It is agreed that the company will appoint Ms. Zhang Jing and Mr. Hong Qi as the senior vice president of the company according to the needs of business development. Mr. Hong Qi will also serve as the chief technology officer of the company from the date of deliberation and approval of this board of directors to the date of expiration of the term of office of the first board of directors of the company.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The Jiangsu Aidea Pharmaceutical Co.Ltd(688488) announcement on the appointment of senior vice president of the company (Announcement No.: 2022-008) disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
(IX) the proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted
It is agreed that the company will hold the second extraordinary general meeting of shareholders in 2022 on February 16, 2022 to review the above proposals to be considered by the general meeting of shareholders of the company.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The Jiangsu Aidea Pharmaceutical Co.Ltd(688488) notice on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-011) disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Jiangsu Aidea Pharmaceutical Co.Ltd(688488) board of directors January 20, 2022
