Securities code: 300715 securities abbreviation: Jiangsu Canlon Building Materials Co.Ltd(300715) Announcement No.: 2022-011 Jiangsu Canlon Building Materials Co.Ltd(300715)
Announcement of resolutions of the 14th meeting of the 4th 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 14th meeting of the 4th board of directors of Jiangsu Canlon Building Materials Co.Ltd(300715) (hereinafter referred to as “the company” or “the company”) was held on February 15, 2022 in the conference room on the second floor of the company in the form of on-site communication. The notice of the meeting was sent to all directors by personal delivery and e-mail on February 9, 2022. Seven directors should attend the meeting, Seven directors actually participated in the meeting. The meeting was held in accordance with the provisions of the company law and other relevant laws, regulations and the articles of association.
2、 Deliberations of the board of directors
After deliberation by the attending directors, the following resolutions are formed:
(I) deliberated and passed the proposal on terminating the implementation of the restricted stock incentive plan in 2021 and repurchasing and canceling relevant restricted stocks
Given that the current internal and external environment and macroeconomic situation have changed greatly compared with the time when the equity incentive plan was formulated, and there is a deviation between the expected operation of the company and the setting of assessment indicators of the equity incentive plan, it is difficult to achieve the expected purpose and effect by continuing to implement the equity incentive plan. In order to fully implement the employee incentive mechanism and protect the interests of the company, employees and all shareholders, the board of directors of the company decided to terminate the implementation of the restricted stock incentive plan in 2021 after careful study in order to facilitate the long-term development of the company and protect the enthusiasm of the core team, And repurchased and cancelled all the restricted shares granted to 134 incentive objects but not yet lifted, totaling 4.7676 million shares. At the same time, the reserved restricted shares and the administrative measures for the implementation of the restricted stock incentive plan in 2021 implemented in conjunction with the restricted stock incentive plan in 2021 were cancelled.
The termination of this incentive plan will not damage the interests of the company and all shareholders or violate the mandatory provisions of relevant laws and regulations, and will not have a significant impact on the company’s operating performance, nor will it affect the diligence of the company’s management and core backbone.
See http://www.cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on the termination of the implementation of the restricted stock incentive plan in 2021 and the repurchase and cancellation of relevant restricted stocks disclosed on the.
The independent directors of the company gave independent opinions on the proposal, and the board of supervisors gave audit opinions on the proposal. Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(II) the proposal on changing the registered capital of the company, amending the articles of association and going through the corresponding change registration procedures was deliberated and adopted
Due to the termination of the implementation of the restricted stock incentive plan in 2021 and the repurchase and cancellation of the granted restricted shares, the registered capital of the company has been reduced from 3896772280 yuan to 384909628 yuan. It is necessary to amend the corresponding provisions of the articles of association and handle matters related to the change of industrial and commercial registration.
See http://www.cninfo.com for details（ http://www.cn.info.com.cn. ）Amendments to the articles of Association disclosed on the.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(III) the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 on March 4, 2022. For details, see the company’s announcement on cninfo.com（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022.
Voting results: 7 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolution of the 14th meeting of the Jiangsu Canlon Building Materials Co.Ltd(300715) 4th board of directors;
2. Independent opinions of Jiangsu Canlon Building Materials Co.Ltd(300715) independent directors on matters related to the 14th meeting of the Fourth Board of directors.
It is hereby announced.
Jiangsu Canlon Building Materials Co.Ltd(300715) board of directors
February 15, 2022
