Securities code: 002714 securities abbreviation: Muyuan Foods Co.Ltd(002714) Announcement No.: 2022-020 preferred stock code: 140006 preferred stock abbreviation: muyuanyou 01
Bond Code: 127045 bond abbreviation: muyuan convertible bond
Announcement on the resolution of the fifth meeting of the Fourth 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.
Muyuan Foods Co.Ltd(002714) (hereinafter referred to as “the company”) held the fifth meeting of the Fourth Board of directors by means of communication voting on the afternoon of February 11, 2022. The notice of convening this meeting and relevant meeting materials have been sent to all directors, supervisors and senior managers in writing and e-mail on February 8, 2022. There are 7 directors who should attend the meeting and 7 directors who actually attended the meeting. Members of the board of supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law of the people’s Republic of China and other laws and regulations and the articles of association. The meeting was legal and effective.
The meeting was presided over by Mr. Qin Yinglin, chairman of the company. After careful deliberation by the directors attending the meeting, the following proposals were voted on, and the resolutions of the board of directors are as follows:
1、 The meeting deliberated and adopted the proposal on the 2022 restricted stock incentive plan (Draft) and its summary of Muyuan Food Co., Ltd. by 6 votes in favor, 0 against and 0 abstention, and agreed to submit the proposal to the general meeting of shareholders for deliberation. Cao Zhinian, a related director, avoided voting.
In order to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain professional management, core technology and business talents, fully mobilize their enthusiasm and creativity, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, and effectively combine the interests of shareholders, the company and the core team, To make all parties pay common attention to the long-term development of the company and ensure the realization of the company’s development strategy and business objectives. On the premise of fully protecting the interests of shareholders and in accordance with the principle of equal income and contribution, the Muyuan Foods Co.Ltd(002714) 2022 restricted stock incentive plan (Draft) and its abstract are formulated. For details of the Muyuan Foods Co.Ltd(002714) 2022 restricted stock incentive plan (Draft), see http://www.cn.info.com.cn, For details of Muyuan Foods Co.Ltd(002714) 2022 restricted stock incentive plan (Draft), see http://www.cn.info.com.cn And securities times, China Securities News, Shanghai Securities News and Securities Daily.
2、 The meeting deliberated and adopted the proposal on the measures for the administration of the implementation of the Muyuan Foods Co.Ltd(002714) 2022 restricted stock incentive plan by 6 votes in favor, 0 against and 0 abstention, and agreed to submit the proposal to the general meeting of shareholders for deliberation. Cao Zhinian, a related director, avoided voting.
See http://www.cn.info.com.cn for details of the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2022.
3、 The meeting deliberated and adopted the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive with 6 affirmative votes, 0 negative votes and 0 abstention votes, and agreed to submit the proposal to the general meeting of shareholders for deliberation. Cao Zhinian, a related director, avoided voting.
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 relevant matters of the company’s restricted stock 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 equity incentive plan: 1. Authorize the board of directors to determine 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;
2. Authorize the board of directors to make corresponding adjustments to the number of restricted shares and the number of underlying shares involved in the restricted stock incentive plan 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, etc;
3. Authorize the board of directors to adjust the granting price of restricted shares in accordance with the methods specified in the 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 dividend distribution;
4. Authorize the board of directors to distribute and adjust the shares of restricted shares that employees give up to subscribe among incentive objects before the granting of restricted shares;
5. 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 but not limited to submitting an application for grant to the stock exchange, applying to the registration and settlement company for relevant registration and settlement business, amending the Muyuan Foods Co.Ltd(002714) articles of association, handling the change registration of the company’s registered capital, etc;
6. Authorize the board of directors to review and confirm the incentive object’s qualification and conditions for lifting the sales restriction, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
7. Authorize the board of directors to decide whether the incentive object can lift the sales restriction;
8. Authorize the board of directors to handle all matters necessary for the incentive object to lift the sales restriction, including but not limited to applying to the stock exchange for lifting the sales restriction, applying to the registration and settlement company for handling the relevant registration and settlement business, amending the Muyuan Foods Co.Ltd(002714) articles of association and handling the change registration of the company’s registered capital;
9. Authorize the board of directors to handle the restricted stock sales that have not been lifted;
10. Authorize the board of directors to manage and adjust the company’s restricted stock incentive plan, including but not limited to the implementation of equity incentive plan;
11. Authorize the board of directors to determine the incentive object, grant quantity, grant price and grant date of restricted shares reserved in the company’s equity incentive plan;
12. Authorize the board of directors to sign, execute, modify and terminate any agreement related to the equity incentive plan and other relevant agreements;
13. 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;
14. 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 Muyuan Foods Co.Ltd(002714) articles of association and handle the change registration of 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 intermediary institutions such as receiving banks, accountants, lawyers and securities companies for the implementation of the incentive plan.
（4） Submit to the general meeting of shareholders of the company for approval, and the period of authorization to the board of directors is consistent with the validity of this equity 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 equity incentive plan or the articles of association, 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.
4、 The meeting considered and adopted the proposal on changing the business scope of the company and amending the articles of association by 7 affirmative votes, 0 negative votes and 0 abstention votes, and agreed to submit the proposal to the general meeting of shareholders for deliberation.
See http://www.cn.info.com.cn for details of the amendment to the Muyuan Foods Co.Ltd(002714) articles of association and the Muyuan Foods Co.Ltd(002714) articles of association.
5、 The meeting deliberated and adopted the proposal on changing the equity disposal method of the company’s phase II employee stock ownership plan with 7 affirmative votes, 0 negative votes and 0 abstention votes.
In order to make the Muyuan Foods Co.Ltd(002714) phase II employee stock ownership plan (Draft) (method of subscribing A-Shares of non-public development banks) (hereinafter referred to as the draft) more in line with the relevant spirit of the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies issued by the CSRC, and equally protect the rights and interests of participants in employee stock ownership plan, The company adjusted the disposal method of ESOP rights and interests in the draft.
See http://www.cn.info.com.cn for details of Muyuan Foods Co.Ltd(002714) phase II employee stock ownership plan (Draft) (method of subscribing non-public Development Bank A shares) (Third Revision), The summary of Muyuan Foods Co.Ltd(002714) phase II employee stock ownership plan (Draft) (the way to subscribe for non-public Development Bank A shares) (the third revision) is detailed on cninfo.com (www.cn. Info. Com. CN.) And securities times, China Securities News, Shanghai Securities News and Securities Daily.
6、 The proposal on convening the first extraordinary general meeting of shareholders of the company in 2022 was considered and adopted by 7 votes in favor, 0 against and 0 abstention.
The fourth meeting of the Fourth Board of directors and some proposals deliberated and adopted by the board of directors need to be submitted to the general meeting of shareholders of the company for deliberation. The company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 on February 28, 2022. See http://www.cn.info.com.cn for details of Muyuan Foods Co.Ltd(002714) notice on convening the first extraordinary general meeting of shareholders in 2022 And securities times, China Securities News, Shanghai Securities News and Securities Daily.
It is hereby announced.
Muyuan Foods Co.Ltd(002714)
Board of directors
February 12, 2022
