Securities code: 000998 securities abbreviation: Yuan Longping High-Tech Agriculture Co.Ltd(000998) Announcement No.: 2022-06 Yuan Longping High-Tech Agriculture Co.Ltd(000998)
Announcement of resolutions of the 14th (Interim) meeting of the 8th 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、 Convening and deliberation of the board meeting
The 14th (Interim) meeting of the 8th board of directors of Yuan Longping High-Tech Agriculture Co.Ltd(000998) (hereinafter referred to as "the company") was held and voted by means of communication. According to the company law of the people's Republic of China (hereinafter referred to as the "company law") and the articles of Association (hereinafter referred to as the "articles of association"), the notice and voting votes of this meeting were submitted to all directors, supervisors and senior managers of the company by e-mail on February 10, 2022. The convening and convening of this meeting comply with the provisions of the company law and other relevant laws and regulations and the articles of association. As of February 14, 2022, the office of the board of directors of the company has received a total of 15 valid votes of directors, and the following resolutions are formed according to the voting opinions of directors:
(I) the proposal on the outline of the company's long term service plan was deliberated and adopted
In order to encourage core talents to take root and serve the company for a long time, help the orderly construction of the company's talent echelon and promote the stable and healthy development of the company, the company has formulated the outline of Yuan Longping High-Tech Agriculture Co.Ltd(000998) long term service plan according to relevant regulations.
For details of this motion, see the company's publication on cninfo.com on February 15, 2022（ http://www.cn.info.com.cn. ）Outline of long term service plan on.
The independent directors of the company issued the independent opinions of independent directors on matters related to the 14th (Interim) meeting of the eighth board of directors at the meeting.
The voting result of this proposal is: 15 affirmative votes, 0 negative votes and 0 abstention votes. The affirmative votes account for 100% of the valid votes of the board of directors.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(II) the proposal on changing the purpose of share repurchase was deliberated and adopted
The company plans to change the purpose of the shares repurchased in the early stage from "to implement the equity incentive plan" to "to implement the employee stock ownership plan".
For details of this proposal, see the company's publication in China Securities Journal, Shanghai Securities News, securities times and cninfo.com on February 15, 2022（ http://www.cn.info.com.cn. ）Announcement on changing the purpose of repurchased shares.
The independent directors of the company issued the independent opinions of independent directors on matters related to the 14th (Interim) meeting of the eighth board of directors at the meeting.
The voting result of this proposal is: 15 affirmative votes, 0 negative votes and 0 abstention votes. The affirmative votes account for 100% of the valid votes of the board of directors.
The adjustment matters involved in this proposal fall within the scope of the authorization of the third (extraordinary) general meeting of shareholders in 2018 to the board of directors and do not need to be submitted to the general meeting of shareholders for deliberation again.
(III) the proposal on the company's employee stock ownership plan (Draft) and summary of phase I of long-term service plan was deliberated and adopted
In order to implement the long-term service plan, the company has formulated the first phase employee stock ownership plan (Draft) and summary of Yuan Longping High-Tech Agriculture Co.Ltd(000998) long-term service plan in accordance with relevant regulations and in combination with the actual situation. For details of this proposal, please refer to the summary of phase I ESOP (Draft) of long-term service plan published by the company in China Securities Journal, Shanghai Securities News and securities times on February 15, 2022 and published on cninfo.com（ http://www.cn.info.com.cn. ）The employee stock ownership plan (Draft) of the first phase of the long-term service plan and the summary of the employee stock ownership plan (Draft) of the first phase of the long-term service plan.
The independent directors of the company issued the independent opinions of independent directors on matters related to the 14th (Interim) meeting of the eighth board of directors at the meeting.
On the premise that affiliated directors yuan Dingjiang, Ma Dehua, Wang Yibo and Yang Yuanzhu avoided voting, the voting result of this proposal is: 11 votes in favor, 0 votes against and 0 abstentions, accounting for 100% of the valid votes of the board of directors.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(IV) the proposal on the company's management measures for the first phase of long-term service plan employee stock ownership plan was deliberated and adopted
In order to standardize the management of the first phase of the employee stock ownership plan, the company has formulated the measures for the management of the first phase of the Yuan Longping High-Tech Agriculture Co.Ltd(000998) long term service plan in accordance with relevant regulations and combined with the actual situation.
For details of this motion, see the company's publication on cninfo.com on February 15, 2022（ http://www.cn.info.com.cn. ）Measures for the administration of employee stock ownership plans for the first phase of long-term service plans.
The independent directors of the company issued the independent opinions of independent directors on matters related to the 14th (Interim) meeting of the eighth board of directors at the meeting.
On the premise that affiliated directors yuan Dingjiang, Ma Dehua, Wang Yibo and Yang Yuanzhu avoided voting, the voting result of this proposal is: 11 votes in favor, 0 votes against and 0 abstentions, accounting for 100% of the valid votes of the board of directors.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(V) the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the first phase of employee stock ownership plan was deliberated and adopted
In order to effectively promote the implementation of the company's phase I employee stock ownership plan, the general meeting of shareholders is requested to authorize the board of directors to be responsible for matters related to the current employee stock ownership plan, including but not limited to:
1. Authorize the board of directors to handle the establishment of employee stock ownership plan;
2. Extension of the duration of the employee stock ownership plan authorized by the board of directors;
3. Authorize the board of directors to make corresponding adjustments to the ESOP according to policy changes during the duration of the ESOP;
4. Authorize the board of directors to adjust the employee stock ownership plan and relevant supporting systems from time to time on the premise of complying with relevant regulations and in combination with the actual situation. If relevant laws, regulations or regulatory authorities require such amendments to be approved by the general meeting of shareholders and / or relevant regulatory authorities, such amendments by the board of directors must be approved accordingly;
5. Authorize the board of directors to be responsible for other matters of the employee stock ownership plan, except for matters that are clearly required to be adopted by the general meeting of shareholders;
6. The validity period of authorization to the board of directors is from the date when the ESOP is considered and approved by the general meeting of shareholders to the date when the ESOP is implemented;
7. In the above authorized matters, except for the matters that are clearly required to be adopted by the resolution of the board of directors, 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.
The independent directors of the company issued the independent opinions of independent directors on matters related to the 14th (Interim) meeting of the eighth board of directors at the meeting.
On the premise that affiliated directors yuan Dingjiang, Ma Dehua, Wang Yibo and Yang Yuanzhu avoided voting, the voting result of this proposal is: 11 votes in favor, 0 votes against and 0 abstentions, accounting for 100% of the valid votes of the board of directors.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(VI) the proposal on Amending the articles of association was deliberated and passed
In accordance with the company law, the Listing Rules of Shenzhen Stock Exchange and other relevant provisions, and in combination with the actual situation of the company, the board of directors of the company agreed to amend the relevant provisions of the articles of association. At the same time, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle all relevant procedures required for the change (filing) registration of the above matters with the industrial and commercial registration authority, and authorize the board of directors and its authorized personnel to make necessary modifications to the matters changing the business scope of the company in accordance with the examination and approval opinions or requirements put forward by the industrial and commercial registration authority or other relevant government departments, The above amendments are legally binding on the company.
For details of this proposal, see the company's publication in China Securities Journal, Shanghai Securities News, securities times and cninfo.com on February 15, 2022（ http://www.cn.info.com.cn. ）Announcement on Amending the articles of association of the company.
The voting result of this proposal is: 15 votes in favor, 0 against and 0 abstention. The number of affirmative votes accounts for 100% of the effective voting rights of the board of directors.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(VII) the proposal on proposing to convene the first (extraordinary) general meeting of shareholders in 2022 was deliberated and adopted. For the details of the proposal, see the company's publication in China Securities News, Shanghai Securities News, securities times and cninfo.com on February 15, 2022（ http://www.cn.info.com.cn. ）Notice on convening the first (extraordinary) general meeting of shareholders in 2022.
The voting result of this proposal is: 15 affirmative votes, 0 negative votes and 0 abstention votes. The affirmative votes account for 100% of the valid votes of the board of directors.
2、 Documents for future reference
(I) resolution of the 14th (Interim) meeting of the 8th board of directors;
(II) independent opinions of independent directors on matters related to the 14th (Interim) meeting of the eighth board of directors.
It is hereby announced
Yuan Longping High-Tech Agriculture Co.Ltd(000998) board of directors February 15, 2002
