Securities code: 000498 securities abbreviation: Shandong Hi-Speed Road&Bridge Co.Ltd(000498) Announcement No.: 2022-6 Shandong Hi-Speed Road&Bridge Co.Ltd(000498)
Announcement of resolutions of the 31st meeting of the ninth 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、 Meetings of the board of directors
The 31st meeting of the 9th board of directors of Shandong Hi-Speed Road&Bridge Co.Ltd(000498) (hereinafter referred to as "the company" or "the company") was held by means of communication on February 14, 2022. The notice of the meeting shall be sent to all directors, supervisors and senior managers 3 days ago. 9 directors should attend the meeting and 9 actually attended. The meeting was held in accordance with the relevant provisions of laws, regulations and the articles of association.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on canceling the stock option incentive plan for the first time to grant part of the stock options that have expired but not exercised in the second exercise period
According to the Shandong Hi-Speed Road&Bridge Co.Ltd(000498) stock option incentive plan (Draft) (hereinafter referred to as the "incentive plan"), the second exercise period of the first grant of the company's stock option incentive plan has ended, and 710500 stock options held by 34 incentive objects of the company have not been exercised. The board of directors of the company will cancel part of the stock options that have expired but not exercised in the second exercise period granted by the stock option incentive plan for the first time.
This cancellation is based on the provisions of the company's incentive plan to cancel the stock options that have not been exercised after the end of the exercise period, which will not have a material impact on the company's financial status and operating results. See China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo.com.cn on February 15, 2022 for details Announcement on canceling the stock options that have expired but not exercised in the second exercise period granted by the stock option incentive plan for the first time and adjusting the list of incentive objects granted by the stock option incentive plan for the first time, the number of options granted and canceling some options.
As the incentive object of this stock option incentive plan, Mr. Lin Cunyou, the director, avoided voting. Voting results: 8 in favor, 0 against and 0 abstention. The proposal was passed.
The independent directors expressed their independent opinions.
(II) deliberated and passed the proposal on adjusting the list of some incentive objects granted for the first time in the stock option incentive plan, the number of options granted and canceling some options
As of February 10, 2022, the company's stock option incentive plan granted some incentive objects for the first time. Yuan Naizhong died for other reasons, and Zhao Yihua resigned due to job transfer. According to the provisions of the company's incentive plan, the above-mentioned personnel have no incentive qualification, Cancel a total of 45000 stock options granted to them (excluding 45000 of the above-mentioned persons to be cancelled in proposal I).
Accordingly, the number of incentive objects granted in the first part of the company's stock option incentive plan was adjusted from 108 to 106, and the number of stock options granted in the third exercise period was adjusted from 2253000 to 2208000. The board of directors of the company will handle the adjustment and cancellation of relevant stock options in accordance with the authorization of the first extraordinary general meeting of shareholders in 2018.
See China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo.com.cn on February 15, 2022 for details Announcement on canceling the stock options that have expired but not exercised in the second exercise period granted by the stock option incentive plan for the first time and adjusting the list of incentive objects granted by the stock option incentive plan for the first time, the number of options granted and canceling some options.
As the incentive object of this stock option incentive plan, Mr. Lin Cunyou, the director, avoided voting. Voting results: 8 in favor, 0 against and 0 abstention. The proposal was passed.
The independent directors expressed their independent opinions.
(III) deliberated and passed the proposal on the achievement of exercise conditions in the third exercise period of the first grant of the company's stock option incentive plan
The company launched the incentive plan in 2017, and the grant date of some stock options for the first time is February 6, 2018. According to the relevant provisions of the incentive plan, the exercise conditions of some stock options granted for the first time in the third exercise period have been met, and the number of stock options that 106 incentive objects can apply for exercise in the third exercise period is 2208000 (the actual number of exercise is subject to the registration of Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.). The exercise price is 6.34 yuan / share. See China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo.com.cn on February 15, 2022 for details Announcement on the achievement of exercise conditions in the third exercise period of the first grant part and the second exercise period of the reserved grant part of the company's stock option incentive plan.
As the incentive object of this stock option incentive plan, Mr. Lin Cunyou, the director, avoided voting. Voting results: 8 in favor, 0 against and 0 abstention. The motion was passed.
The independent directors expressed their independent opinions.
(IV) deliberated and passed the proposal on the achievement of exercise conditions in the second exercise period of the reserved grant part of the company's stock option incentive plan
The company launched the incentive plan in 2017, and the vesting date of the reserved stock options involved is January 15, 2019. According to the relevant provisions of the incentive plan, the exercise conditions reserved for granting some stock options in the second exercise period have been met, and the number of stock options that four incentive objects can apply for exercise in the second exercise period is 187800 (the actual number of exercise is subject to the registration of Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.). The exercise price is 5.27 yuan / share. See China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo.com.cn on February 15, 2022 for details Announcement on the achievement of exercise conditions in the third exercise period of the first grant part and the second exercise period of the reserved grant part of the company's stock option incentive plan.
As the incentive object of this stock option incentive plan, Mr. Lin Cunyou, the director, avoided voting. Voting results: 8 in favor, 0 against and 0 abstention. The proposal was passed.
The independent directors expressed their independent opinions.
(V) deliberated and passed the proposal on adjusting the internal management organization of the company
According to the operation and management needs of the company, it is proposed to adjust the internal management organization of the company. The adjusted organization settings are as follows: office, Party Committee Organization Department, Discipline Inspection Commission Office, investment and development department, securities management department, human resources department, financial management department, engineering management department, operation and development department, enterprise management department (Asset Management Office), audit department, safety management department The Ministry of scientific and technological innovation and development (innovation sub center) and the group work department have 14 departments and offices in total.
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was passed.
(VI) the proposal on the by election of candidates for directors of the ninth board of directors of the company was deliberated and adopted. In view of the resignation of Mr. Tian Junzhen, the director of the company, the number of directors of the company did not reach the number specified in the articles of association. Upon nomination by the board of directors of the company, Mr. Wang Linzhou was elected as the director candidate of the ninth board of directors of the company, and his term of office expires at the expiration of the ninth board of directors. Since there is no situation in the company's board of directors where employee representatives serve as directors, after the election, the total number of directors who concurrently serve as senior managers of the company in the board of directors does not exceed one-half of the total number of directors of the company. Mr. Wang Linzhou's resume is attached. See China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo.com.cn on February 15, 2022 for details Announcement on resignation of directors and senior managers and by election of directors.
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was passed.
The independent directors expressed their independent opinions.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3、 Documents for future reference
1. Resolutions of the 31st meeting of the 9th board of directors. 2. Independent opinions of independent directors on matters related to the 31st meeting of the ninth board of directors. It is hereby announced.
Shandong Hi-Speed Road&Bridge Co.Ltd(000498) board of directors
February 14, 2022
enclosure:
resume
Wang Linzhou, male, born in November 1970, holds a master's degree in engineering and is a researcher in the application of engineering technology. He used to be the manager of the 11th branch of Shandong Road and Bridge Group Co., Ltd., deputy general manager, general manager, party secretary, chairman, legal representative and deputy general manager of Shandong Road and Bridge Construction Group Co., Ltd. He is currently the Deputy Secretary of the Party committee of the company.
Mr. Wang Linzhou has no relationship with shareholders holding more than 5% of the company's shares, actual controllers, other directors, supervisors and senior managers of the company. He does not hold shares of the company, is not a dishonest executee, and has not been punished by China Securities Regulatory Commission and Shenzhen Stock Exchange, There are no circumstances stipulated in the company law and the articles of association that a person may not serve as a director of the company. Qualifications that meet the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions of the exchange.
