Securities code: 002312 securities abbreviation: Sichuan Development Lomon Co.Ltd(002312) Announcement No.: 2022-019
Sichuan Development Lomon Co.Ltd(002312)
Announcement of resolutions of the 15th meeting of the 6th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
1、 Meetings of the board of directors
The notice of the 15th meeting of the sixth board of directors of Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as "the company") was sent by email on February 10, 2022, and the meeting was held by means of communication voting at 13:00 on February 14, 2022. There are 9 directors who should attend the meeting and 9 actually attended the meeting. The meeting was presided over by Chairman Mao Fei. Some supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening procedures of the meeting comply with the relevant provisions of the company law and the articles of association, and the voting at the meeting is legal and effective.
2、 Deliberations of the board meeting
After deliberation and open vote by the directors present, the following proposals were adopted at the meeting:
(I) the proposal on and its summary was deliberated and adopted
In order to better implement the equity incentive plan, and in combination with the relevant rules such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - business handling and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 10 - share change management issued by Shenzhen Stock Exchange, after comprehensive evaluation and careful consideration, The company revised some contents of the original restricted stock incentive plan for 2021 (Draft) and its abstract. The revised contents include the number of incentive objects, the number of shares to be granted and the distribution of rights and interests granted, the payment and amortization of shares granted for the first time, and the relevant contents that need to be adjusted simultaneously due to the update of the rules. For details, see the company's statements in China Securities Journal, Shanghai Securities Journal and securities times on the same day Securities Daily and cninfo (www.cn. Info. Com. CN.) Disclosed the announcement on the revision of the restricted stock incentive plan in 2021 (Revised Draft) and related documents and the Sichuan Development Lomon Co.Ltd(002312) restricted stock incentive plan in 2021 (Revised Draft).
The independent directors have expressed their independent opinions on this proposal. See the company's website on the same day (www.cn. Info. Com. CN.) for details Relevant announcements of disclosure.
Voting results: 6 in favor, 0 against and 0 abstention.
The directors, Mr. Mao Fei, Mr. Zhu Quanfang and Ms. Lu Xian, who are the incentive objects of the restricted stock incentive plan in 2021 and are affiliated directors, avoided voting on this proposal.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
(II) the proposal on using temporarily idle self owned funds to purchase bank financial products was deliberated and adopted. In order to improve the use efficiency and storage efficiency of self owned funds and increase investment income, the company and its subsidiaries were agreed to use idle self owned funds for bank financial management, and the purchase of financial products issued by non related parties was highly safe The amount of bank financial products with good liquidity (including but not limited to structured deposits, short-term low-risk financial products, etc.) shall not exceed RMB 500 million, which shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. Within the validity period of the above amount and resolution, the funds can be used in a circular and rolling manner. Within the above limit and time limit, submit to the general meeting of shareholders of the company to authorize the management to decide all matters related to idle its own funds for bank financial management.
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and http://www.cn.info.com.cn Announcement on using temporarily idle self owned funds to purchase bank financial products disclosed on.
The independent directors gave their independent opinions on this proposal, and the sponsor issued their verification opinions. For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Relevant announcements of disclosure. Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(III) the proposal on the application for comprehensive credit line by the company and its subsidiaries in 2022 was reviewed and passed. It was agreed that the company and its subsidiaries would apply for a comprehensive credit line of no more than RMB 3.5 billion from banks and other financial institutions in 2022. The credit forms include but are not limited to working capital loan, non working capital loan, acceptance bill, factoring, letter of guarantee, letter of credit Bill discount, etc. The validity period of the credit line is from the date of adoption of the resolution of the general meeting of shareholders to the date of adoption of the resolution of the general meeting of shareholders considering the annual credit line in the next year. The specific financing amount will be determined according to the actual capital needs of the company's production and operation. Meanwhile, the general meeting of shareholders is requested to authorize the management of the company to handle all procedures related to the comprehensive credit business of financial institutions within the above comprehensive credit line.
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and http://www.cn.info.com.cn Announcement on the application for comprehensive credit line by the company and its subsidiaries in 2022 disclosed on the.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IV) the proposal on signing supplementary agreement II to the agreement on issuing shares to purchase assets was deliberated and adopted
The company is approved to sign the supplementary agreement II to the agreement on issuing shares to purchase assets, It is agreed to add a "12.4 performance compensation agreement for issuing shares to purchase assets" after article 12.3 of the agreement on issuing shares to purchase assets Without being bound by this article, Party B shall abide by the relevant provisions of the China Securities Regulatory Commission and other regulatory institutions or regulatory policies on changing commitments. Unless the relevant rules are clear or approved by the regulatory authorities, Party B shall not quote the force majeure clause to change its performance compensation commitment ".
Voting results: 8 in favor, 0 against and 0 abstention.
Mr. Mao Fei is a director of Sichuan Development Mining Group Co., Ltd. and an associated director, who made an avoidance vote. The independent directors have expressed their prior approval opinions and agreed independent opinions on this proposal. See the company's website on the same day (www.cn. Info. Com. CN.) for details Relevant announcements of disclosure.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3、 Documents for future reference
1. Resolutions of the 15th meeting of the 6th board of directors;
2. Prior approval opinions of independent directors on matters related to the 15th meeting of the sixth board of directors;
3. Independent opinions of independent directors on matters related to the 15th meeting of the sixth board of directors;
4. Verification opinions of Huatai United Securities Co., Ltd. on Sichuan Development Lomon Co.Ltd(002312) using temporarily idle self owned funds to purchase bank financial products;
5. Independent financial advisory report of Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. on Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan (Revised Draft);
6. Legal opinion of Shanghai Junlan law firm on Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan (Revised Draft);
7. Supplementary agreement II to the agreement on issuing shares to purchase assets.
It is hereby announced.
Sichuan Development Lomon Co.Ltd(002312) board of directors February 14, 2002
