Securities code: 002312 securities abbreviation: Sichuan Development Lomon Co.Ltd(002312) Announcement No.: 2022-020
Sichuan Development Lomon Co.Ltd(002312)
Announcement of resolutions of the 12th meeting of the 6th board of supervisors
The company and all members of the board of supervisors 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 supervisors
The notice of the 12th meeting of the 6th board of supervisors 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 14:00 on February 14, 2022. Three supervisors should attend the meeting and three actually attended the meeting. The meeting was presided over by Mr. Zeng Yuanhui, chairman of the board of supervisors, and some 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、 Deliberation at the meeting of the board of supervisors
After deliberation and open vote by the supervisors 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).
Voting results: 3 in favor, 0 against and 0 abstention.
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 verifying the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021 (after adjustment) was deliberated and adopted
After verification, the personnel listed in the list of incentive objects granted for the first time in the company’s restricted stock incentive plan have the qualifications specified in the company law, the articles of association and other laws, regulations and normative documents, and meet the conditions of incentive objects specified in the measures for the administration of equity incentive of listed companies, It complies with the scope of incentive objects specified in the company’s restricted stock incentive plan for 2021 (Revised Draft) and its abstract, and its subject qualification as the incentive object of the company’s restricted stock incentive plan is legal and effective. The board of supervisors agreed to the proposal on verifying the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021 (after adjustment). The list of incentive objects first granted under the Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan (after adjustment) is detailed in the company’s website on the same day (www.cn. Info. Com. CN) Relevant announcements of disclosure. Voting results: 3 in favor, 0 against and 0 abstention.
(III) the proposal on by election of supervisors was deliberated and adopted
It is agreed to elect Ms. Fu Ruoxue as the supervisor of the company from the date of adoption of the general meeting of shareholders to the expiration of the sixth board of supervisors. Before the adoption of the general meeting of shareholders, Ms. Cao Yanhui still needs to continue to perform the duties of supervisor, which will not affect the normal operation of the company’s board of supervisors. See the attachment for the resume of Ms. Fu Ruoxue.
Voting results: 3 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: 2 in favor, 0 against and 0 abstention.
Ms. Cao Yanhui, a related supervisor, served in Sichuan development (holding) Co., Ltd., the controlling shareholder of Sichuan Development Mining Group Co., Ltd., and made an avoidance vote.
This proposal still needs to be considered by the general meeting of shareholders.
3、 Documents for future reference
1. Resolution of the 12th meeting of the 6th board of supervisors.
It is hereby announced.
Sichuan Development Lomon Co.Ltd(002312) board of supervisors February 14, 2002 attachment: resume of Ms. Fu Ruoxue
Ms. Fu Ruoxue, born in 1973, Chinese nationality, Bachelor of accounting, senior accountant, once served as supervisor, director of audit office, member of Discipline Inspection Commission and member of economic audit committee of trade union of Sichuan Chemical Co., Ltd; Director of the Audit Department of Sichuan ChuanHua Liangli Logistics Co., Ltd. He has been a full-time supervisor of Sichuan development (Holdings) Co., Ltd. since April 2016. At present, the full-time supervisors include Sichuan Development Mining Group Co., Ltd., Sichuan Tianfu Health Industry Investment Group Co., Ltd., Nanjing Yinmao Lead Zinc Mining Co., Ltd., Sichuan Guohong chongzhan Modern Service Industry Investment Co., Ltd Sichuan Guohong Modern Education Investment Co., Ltd., Shenwan Hongyuan Group Co.Ltd(000166) development Chengdu Equity Investment Management Co., Ltd., Sinopharm Sichuan Pharmaceutical Group Co., Ltd., Sichuan rongchuang Investment Development Co., Ltd., Sichuan Development Investment Co., Ltd., Sichuan Development Financing Guarantee Co., Ltd., Sichuan development Guohui microfinance Co., Ltd., Tianfu credit promotion Co., Ltd Sichuan development Guoye Construction Investment Co., Ltd., Sichuan Energy Investment Development Co., Ltd. and Sichuan Jiuqiang Communication Technology Co., Ltd.
Ms. Fu Ruoxue is not under the following circumstances: (1) she is not allowed to serve as a supervisor according to Article 146 of the company law; (2) Being prohibited from entering the securities market by the CSRC, and the term has not expired; (3) It is publicly recognized by Shenzhen stock exchange that it is not suitable to serve as the supervisor of the company, and the term has not expired; (4) Administrative punishment by the CSRC in the last three years; (5) Being publicly condemned or criticized by the stock exchange for more than three times in the past three years; (6) Being punished by the CSRC and other relevant departments and disciplined by the stock exchange; (7) Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by China Securities Regulatory Commission for suspected violations of laws and regulations. After inquiry, Ms. Fu Ruoxue is not an executee who has been publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the dishonesty by the people’s court. In addition to the above positions, he has no relationship with the shareholders holding more than 5% of the shares of the company and their actual controllers, the controlling shareholders, actual controllers, other directors, supervisors and senior managers of the company. His qualifications meet the requirements of serving as a supervisor of a listed company, be competent for the duties of the employed position, and comply with the company law Relevant provisions of the articles of association. Up to now, Ms. Fu Ruoxue has no shares in the company.
