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英诺特: 2025年限制性股票激励计划实施考核管理办法
Zheng Quan Zhi Xing· 2025-08-29 17:46
Core Viewpoint - Beijing Innotech Biotechnology Co., Ltd. plans to implement a restricted stock incentive plan for 2025 to enhance corporate governance, attract and retain talent, and align the interests of shareholders, the company, and core team members [1][2]. Group 1: Assessment Objectives - The plan aims to improve corporate governance and establish a long-term incentive mechanism to motivate the core team and promote the company's long-term development [1][2]. Group 2: Assessment Principles - The evaluation must adhere to principles of fairness, openness, and justice, closely linking the incentive plan to the performance and contributions of the incentivized individuals [2]. Group 3: Assessment Scope - The plan applies to all incentivized individuals confirmed by the Board's Compensation and Assessment Committee, including directors, senior management, and key technical personnel [2]. Group 4: Assessment Indicators and Standards - The performance assessment for the initial grant of restricted stocks will cover the years 2025 to 2027, focusing on company-level performance indicators [5][6]. - The performance assessment for 2025 will only consider the number of product registration certificates, while the 2027 assessment will focus on revenue growth [5][6]. Group 5: Performance Assessment Requirements - The performance assessment for the first grant requires achieving specific targets for product registration certificates and revenue growth, with a clear structure for determining the proportion of shares that can be vested based on performance [5][6][7]. Group 6: Assessment Period and Frequency - The assessment period for the initial grant is set for the three accounting years from 2025 to 2027, with annual evaluations for both company-level and individual-level performance [7]. Group 7: Assessment Procedures - The Board's Compensation and Assessment Committee will conduct annual assessments of the incentivized individuals and submit performance reports to the Board [7][8]. Group 8: Assessment Results Management - Individuals have the right to know their assessment results, and there is a process for addressing disputes regarding these results [8][9].
英诺特: 2025年限制性股票激励计划(草案)摘要公告
Zheng Quan Zhi Xing· 2025-08-29 17:46
Core Viewpoint - The company is implementing a new stock incentive plan aimed at enhancing corporate governance, attracting and retaining talent, and aligning the interests of shareholders, the company, and core team members to promote long-term development [1][2]. Summary by Sections 1. Purpose of the Stock Incentive Plan - The plan aims to improve the corporate governance structure and establish a long-term incentive mechanism to attract and retain talent while ensuring shareholder interests are protected [1]. 2. Stock Incentive Method and Source of Shares - The incentive plan utilizes second-class restricted stocks, with eligible participants receiving shares at a set price upon meeting specific conditions. The shares will be sourced from market repurchases or directed issuance [2][3]. 3. Quantity of Restricted Stocks to be Granted - The plan proposes to grant a total of 2.112740 million restricted stocks, accounting for approximately 1.5483% of the company's total share capital. The initial grant will consist of 1.698240 million shares, representing 80.3809% of the total grant [3][4]. 4. Determination and Scope of Incentive Objects - Incentive objects include directors, senior management, and core technical personnel, excluding independent directors and supervisors. The selection is based on their direct impact on the company's performance and future development [5][6]. 5. Distribution of Restricted Stocks - The distribution of restricted stocks among incentive objects is detailed, ensuring that no individual receives more than 1.00% of the total share capital through all incentive plans [7][8]. 6. Validity Period of the Incentive Plan - The plan will be valid from the date of the first grant of restricted stocks until all granted stocks are vested or become invalid, with a maximum duration of 60 months [9]. 7. Conditions for Granting and Vesting of Restricted Stocks - Specific conditions must be met for granting and vesting, including financial performance criteria and compliance with legal regulations. The vesting schedule is structured over multiple periods [16][18]. 8. Performance Assessment Criteria - The performance assessment will focus on revenue growth and the number of product registration certificates obtained, with specific targets set for each assessment year [19][20]. 9. Adjustment Methods for Granting and Vesting - The plan includes provisions for adjusting the number and price of restricted stocks in response to corporate actions such as stock splits or capital increases [27][28]. 10. Accounting Treatment and Impact on Performance - The company will account for the stock incentive plan in accordance with relevant accounting standards, ensuring that the costs and impacts on financial performance are accurately reflected [30].
英诺特: 北京英诺特生物技术股份有限公司第二届监事会第十次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 17:35
Meeting Overview - The second meeting of the Supervisory Board of Beijing Innotech Biotechnology Co., Ltd. was held on August 27, 2025, with all three supervisors present, and the meeting complied with relevant laws and regulations [1]. Financial Reporting - The Supervisory Board approved the 2025 semi-annual report and its summary, confirming that the report accurately reflects the company's financial status and operational results [2]. - The board also approved a special report on the storage and actual use of raised funds for the first half of 2025, affirming that it truthfully represents the situation [2]. Fund Management - The board approved the use of up to RMB 300 million of temporarily idle raised funds for cash management, ensuring it does not affect normal operations or project plans [3]. - The board also approved the use of up to RMB 1.7 billion of temporarily idle self-owned funds for purchasing safe and liquid financial products, maintaining operational safety [5]. Stock Incentive Plan - The board approved an adjustment to the grant price of the 2023 restricted stock incentive plan from RMB 13.20 per share to RMB 12.65 per share, confirming the adjustment's appropriateness and compliance with regulations [6]. - The board approved the 2025 restricted stock incentive plan and its summary, which aligns with relevant laws and is expected to benefit the company's sustainable development [10]. Capital Changes - The board approved a proposal to change the registered capital and cancel the Supervisory Board, transferring its powers to the Audit Committee, pending shareholder approval [7]. - The board approved the use of part of the surplus raised funds for other investment projects and project delays, aligning with market changes and operational needs [8]. Risk Management - The board discussed the purchase of directors and officers liability insurance, which will be submitted for shareholder approval due to the absence of effective resolutions [12].
英诺特: 关于召开2025年第一次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-08-29 17:35
Group 1 - The company will hold its 2025 First Extraordinary General Meeting on September 15, 2025, at 14:45 in Beijing [2][6] - Voting will be conducted through a combination of on-site and online methods, with specific time slots for each [1][2] - The agenda includes several non-cumulative voting proposals, such as changes to registered capital and the implementation of a stock incentive plan [2][8] Group 2 - The company will utilize the Shanghai Stock Exchange's network voting system for shareholder participation [2][4] - Shareholders must register for the meeting by providing necessary documentation, including identity verification [5][6] - The company aims to enhance participation from small and medium investors by offering reminder services for the meeting [4][6]
英诺特: 华泰联合证券有限责任公司关于北京英诺特生物技术股份有限公司使用暂时闲置募集资金进行现金管理事项的核查意见
Zheng Quan Zhi Xing· 2025-08-29 17:34
Investment Overview - The company plans to use up to RMB 300 million of temporarily idle raised funds for cash management, which can be rolled over within this limit [1][6] - The purpose of this investment is to enhance the efficiency of fund utilization without affecting the normal operation of the company's main business or the implementation of investment projects [1][4] Fundraising and Management - The company successfully raised a net amount of RMB 800.48 million from its initial public offering (IPO) of 34,020,000 shares, with all funds in place [2] - The balance of the raised funds in the special account as of June 30, 2025, was RMB 311.32 million, indicating some funds are temporarily idle [3] Investment Strategy - The company will invest in safe, liquid, and principal-protected financial products, such as time deposits and structured deposits, ensuring that these funds are not used for pledging or securities investment [3][4] - Cash management will be conducted through a special account for raised funds or a publicly disclosed dedicated settlement account [3] Risk Management - The company acknowledges potential market risks affecting returns but will manage investments based on economic conditions and market changes [4] - The cash management strategy complies with relevant regulations and internal policies, ensuring that the investment does not alter the intended use of the raised funds [4][6] Approval Process - The board of directors and the supervisory board approved the cash management proposal on August 27, 2025, and the supervisory board expressed clear consent [5][6] - The approval process adheres to legal requirements and regulatory standards, ensuring no adverse impact on shareholder interests [6][7] Institutional Opinions - The supervisory board and the sponsor institution, Huatai United Securities, agree that the cash management of idle funds is appropriate and does not affect the company's normal operations or investment projects [6][7]
英诺特: 华泰联合证券有限责任公司关于北京英诺特生物技术股份有限公司使用部分节余募集资金用于其他募投项目及募投项目延期的核查意见
Zheng Quan Zhi Xing· 2025-08-29 17:34
Core Viewpoint - The company plans to use part of the surplus raised funds for other investment projects and to postpone certain investment projects, which aligns with its strategic development and aims to enhance the efficiency of fund utilization [1][10][11]. Fundraising Basic Situation - The company raised a net amount of RMB 800.48 million from its initial public offering of 34,020,000 shares, with all funds accounted for and managed in a dedicated account [1][2]. - The funds were subject to strict regulatory oversight as per relevant guidelines from the China Securities Regulatory Commission and the Shanghai Stock Exchange [1][10]. Investment Project Situation - Due to the net amount raised being lower than initially planned, the company adjusted the investment amounts for its projects to ensure efficient use of funds [2][5]. - The company has terminated certain projects, including the "In Vitro Diagnostic Product R&D and Industrialization Project (Phase I)" as of April 2024, and has made adjustments to other projects [2][5][9]. Use of Surplus Funds - The company intends to allocate RMB 60 million of the surplus funds towards the "In Vitro Diagnostic Product R&D Project," focusing on international market expansion and collaboration with Quanterix Corporation for advanced detection technologies [5][9]. - The surplus funds will also support the development of products for the EU IVDR and US FDA markets, enhancing the company's competitive position [5][9]. Project Postponement - The timeline for the "In Vitro Diagnostic Product R&D Project" has been extended from October 2025 to April 2027 to accommodate the current progress and ensure effective fund utilization [9][10]. Impact on the Company - The adjustments made in the use of surplus funds and project timelines are expected to optimize resource allocation and enhance operational efficiency without adversely affecting the company's core business [9][10]. Review and Decision Procedures - The company’s board and supervisory committee have approved the use of surplus funds, which will be submitted for shareholder approval, ensuring compliance with regulatory requirements [10][11].
英诺特: 北京市中伦律师事务所关于北京英诺特生物技术股份有限公司2023年限制性股票激励计划授予价格调整事项的法律意见书
Zheng Quan Zhi Xing· 2025-08-29 17:34
Core Viewpoint - The legal opinion letter from Zhong Lun Law Firm confirms that Beijing Innotec Biotechnology Co., Ltd.'s 2023 restricted stock incentive plan has followed the necessary approval procedures and complies with relevant regulations [4][11]. Group 1: Approval Procedures - On August 27, 2023, the company's board of directors approved the draft of the 2023 restricted stock incentive plan and related proposals [4]. - The company held a temporary shareholders' meeting on September 14, 2023, where the incentive plan was approved [6]. - The company disclosed the list of incentive objects and their qualifications were verified by the supervisory board [5][7]. Group 2: Price Adjustment of Incentive Shares - The adjustment of the grant price for the restricted stock was necessitated by the company's dividend distribution plan, which involved a cash dividend of 5.60 yuan per 10 shares [9]. - The adjusted grant price for the restricted stock is calculated to be approximately 12.65 yuan per share after accounting for the dividend [9][10]. - The adjustment process was authorized by the shareholders' meeting and approved by the board of directors, thus complying with the relevant regulations [10][11].
英诺特: 北京英诺特生物技术股份有限公司内部控制评价制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Viewpoint - The internal control evaluation system of Beijing Innotech Biotechnology Co., Ltd. aims to standardize the internal control evaluation process, ensuring effective operation and compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The internal control evaluation is defined as a comprehensive assessment of the effectiveness of internal controls conducted by the board of directors and management, resulting in a conclusion and evaluation report [1]. - The evaluation must adhere to principles such as comprehensiveness, importance, objectivity, balance, adaptability, and cost-effectiveness [2][3]. Group 2: Organization and Implementation - The board of directors leads the internal control evaluation, delegating the organization and implementation to the audit department [6]. - Responsibilities include the board overseeing the design and operation of internal controls, while the audit committee guides and supervises the evaluation process [6][7]. Group 3: Evaluation Content - The evaluation focuses on elements such as internal environment, risk assessment, control activities, information communication, and internal supervision [11][12]. - Specific evaluations include assessing the organizational structure, risk identification, control measures, information systems, and the effectiveness of internal audits [12][13]. Group 4: Evaluation Procedures and Methods - The evaluation process includes developing a work plan, forming an evaluation team, conducting tests, identifying control deficiencies, and compiling an evaluation report [18][19]. - The audit department is responsible for leading the evaluation and ensuring compliance across departments and subsidiaries [19][20]. Group 5: Deficiency Identification - Internal control deficiencies are categorized into design and operational deficiencies, with severity levels classified as major, important, and general [23][24]. - The criteria for identifying deficiencies include their potential impact on financial reporting and operational effectiveness [24][25]. Group 6: Evaluation Reporting - The company must prepare an annual internal control evaluation report based on legal and regulatory requirements, detailing the evaluation process, identified deficiencies, and corrective actions [26][27]. - The report should be approved by the board and disclosed alongside the annual financial report [30][31]. Group 7: Supervision and Accountability - The audit committee supervises all internal control evaluation activities, and the board is responsible for implementing rewards and penalties based on evaluation outcomes [33][34]. - Any significant deficiencies or risks identified must be reported to the relevant authorities, along with the measures taken to address them [34][35].
英诺特: 北京英诺特生物技术股份有限公司董事会审计委员会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Points - The document outlines the rules for the Audit Committee of Beijing Innotech Biotechnology Co., Ltd, emphasizing the importance of pre-audit and professional audit to ensure effective supervision of the management by the board of directors [1][2] - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and ensuring compliance with relevant laws and regulations [3][4] Group 1: General Provisions - The Audit Committee is established as a specialized committee under the board of directors, responsible for auditing and supervising financial information and internal controls [1][2] - The company does not have a supervisory board; the Audit Committee assumes the powers of a supervisory board as per the Company Law [1] Group 2: Composition of the Committee - The Audit Committee consists of three directors, with a majority being independent directors, and at least one member must be a professional accountant [2] - The chairperson of the Audit Committee is elected from among the independent directors with accounting expertise [2] Group 3: Responsibilities and Authority - The main responsibilities of the Audit Committee include supervising external audits, reviewing financial reports, and ensuring the integrity of internal controls [3][4] - The committee has the authority to propose the hiring or dismissal of external auditors and to review financial reports before submission to the board [4][5] Group 4: Meetings and Procedures - The Audit Committee must meet at least quarterly, and additional meetings can be called as necessary [6][7] - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions must be made by a majority vote [7][8] Group 5: Information Disclosure - The company is required to disclose the Audit Committee's annual performance and meeting details alongside its annual report [9][10] - If the board does not adopt the Audit Committee's recommendations, the company must disclose the reasons for this decision [9][10]
英诺特: 北京英诺特生物技术股份有限公司内幕信息知情人登记管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Viewpoint - The document outlines the insider information management system of Beijing Innotech Biotechnology Co., Ltd, emphasizing the importance of confidentiality and compliance with relevant laws and regulations to protect investors' rights and ensure fair information disclosure [1][2]. Group 1: Insider Information Management - The company's board of directors is responsible for managing insider information and must ensure the accuracy and completeness of insider information registries [2]. - Insider information includes any undisclosed information that could significantly impact the company's operations, finances, or stock prices [3]. - The company must maintain a record of all individuals who have access to insider information, including their relationship to the company and the specifics of the information they received [4][5]. Group 2: Responsibilities of Insider Information Holders - Individuals with access to insider information are required to maintain confidentiality and are prohibited from engaging in insider trading or disclosing such information [3][12]. - The company must ensure that the number of individuals with access to insider information is minimized before public disclosure [19]. - Any breach of confidentiality by insider information holders may result in disciplinary actions, including termination and legal consequences [12][14]. Group 3: Reporting and Documentation - The company is required to submit insider information registries and significant event progress memos to the Shanghai Stock Exchange within five trading days after public disclosure [12]. - The documentation must include detailed records of all stages of significant events, including discussions, negotiations, and decisions made [7][8]. - The company must keep insider information registries and significant event progress memos for at least ten years [11].