Securities code: 002678 securities abbreviation: Guangzhou Pearl River Piano Group Co.Ltd(002678) Announcement No.: 2022-007 Guangzhou Pearl River Piano Group Co.Ltd(002678)
Announcement on the resolutions of the 6th 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.
Guangzhou Pearl River Piano Group Co.Ltd(002678) (hereinafter referred to as “the company”) sent the meeting notice and meeting materials by e-mail and written delivery on January 21, 2022, and held the sixth meeting of the Fourth Board of directors in the conference room on the fifth floor of the company’s cultural center by means of communication meeting at 14:30 p.m. on January 27, 2022. There are 7 directors who should vote at the meeting and 7 directors who actually vote, all voting by means of communication.
The meeting was held in accordance with the company law of the people’s Republic of China, the articles of association and the rules of procedure of the board of directors. 1、 The following resolutions were adopted at the meeting:
(I) the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary was deliberated and adopted by 7 affirmative votes, 0 negative votes and 0 abstention votes
In order to further establish and improve the company’s long-term incentive mechanism, fully mobilize the enthusiasm of the company’s core management team and core backbone, 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 the long-term development of the company, on the premise of fully protecting the interests of shareholders, according to the principle of equal benefits and contributions, According to relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of equity incentive of listed companies, the Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (Guo Zi FA FA FA FA FA FA Fa [2006] No. 175), the company has formulated the company’s restricted stock incentive plan for 2022 (Draft) and its summary.
The company’s 2022 restricted stock incentive plan (Draft) and its abstract are detailed on cninfo.com.cn.
The independent directors of the company gave their independent opinions on the matter, the independent financial consultant hired by the company issued an independent financial consultant report on the matter, and the law firm issued a legal opinion on the matter. For details, see http://www.cn.info.com.cn.
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation after being examined and approved by Guangzhou state owned assets supervision and Administration Commission.
(II) the proposal on the measures for the administration of the company’s restricted stock incentive plan in 2022 was deliberated and adopted by 7 affirmative votes, 0 negative votes and 0 abstention votes
In order to implement the company’s restricted stock incentive plan in 2022, clarify the management organization of the restricted stock incentive plan in 2022 and its responsibilities, implementation process, granting and lifting restriction procedures, handling of special circumstances, information disclosure, financial accounting and tax treatment, supervision and management, etc, Agree with the measures for the administration of the company’s restricted stock incentive plan in 2022 formulated by the company.
See http://www.cn.info.com.cn for details of the measures for the administration of the company’s restricted stock incentive plan in 2022.
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation after being examined and approved by Guangzhou state owned assets supervision and Administration Commission.
(III) 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 by 7 votes in favor, 0 votes against and 0 abstentions
In order to ensure the smooth progress of the company’s restricted stock incentive plan in 2022 and the realization of the company’s development strategy and business objectives, the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 are formulated in accordance with the provisions of relevant laws and regulations and in combination with the actual situation of the company.
See http://www.cn.info.com.cn for details of the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022.
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation after being examined and approved by Guangzhou state owned assets supervision and Administration Commission.
(IV) the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022 was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention votes
In order to ensure the smooth implementation of 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 matters related to the company’s restricted stock incentive plan, as follows:
1. The general meeting of shareholders of the company is requested to authorize the board of directors and its authorized persons to be fully responsible for the following matters for the specific implementation of the plan:
(1) Authorize the board of directors to confirm the qualifications and conditions of the incentive object to participate in the restricted stock incentive plan, and determine the grant date of the restricted stock incentive plan;
(2) Authorize the board of directors to adjust the number of restricted shares and the number of granted / repurchased underlying shares in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and so on;
(3) Authorize the board of directors to adjust the grant price / repurchase price according to the method specified in the restricted stock incentive plan when the company has matters such as capital reserve converted 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 and handle all matters necessary for the grant of restricted shares when the incentive object meets the conditions, including but not limited to signing the restricted stock grant agreement with the incentive object, submitting the grant application to the stock exchange, and applying to the registration and settlement company for handling relevant registration and settlement business;
(5) Authorize the board of directors to review and confirm the qualifications and conditions for the lifting of sales restrictions granted to 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 incentive object can lift the sales restriction, and authorize the board of directors to handle all matters necessary for the incentive object to lift the sales restriction, including but not limited to submitting an application to the stock exchange for lifting the sales restriction and applying to the registration and settlement company for handling relevant registration and settlement business;
(7) Authorize the board of directors to handle the restricted stock sales that have not been lifted;
(8) Authorize the board of directors to handle the procedural procedures such as the change and termination of the restricted stock incentive plan, including but not limited to the cancellation of the incentive object’s qualification for lifting the restriction on sales, the repurchase and cancellation of the restricted stock of the incentive object that has not been lifted, and the compensation and inheritance of the restricted stock of the incentive object who has died (died) and has not been lifted, Termination of the company’s restricted stock incentive plan and other matters;
(9) 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 this 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 restricted stock incentive plan; Sign, implement, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals; Handle the change registration of the company’s registered capital; And do all acts that it deems necessary, appropriate or appropriate in connection with this restricted stock incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in the relevant documents.
3. 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 this restricted stock incentive plan.
Except for the matters that need to be passed by the resolution of the board of directors as specified in laws, administrative regulations, rules of the CSRC, normative documents, this incentive plan or the articles of association, other matters can be directly exercised by the chairman of the board of directors or the person authorized by him on behalf of the board of directors.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Documents for future reference
(I) resolutions of the sixth meeting of the Fourth Board of directors of the company;
(II) opinions of independent directors.
It is hereby announced.
Guangzhou Pearl River Piano Group Co.Ltd(002678) board of directors
January 27, 2002
