Securities code: 300587 securities abbreviation: Zhejiang Tiantie Industry Co.Ltd(300587) Announcement No.: 2022-023 bond Code: 123046 bond abbreviation: Tiantie convertible bond
Zhejiang Tiantie Industry Co.Ltd(300587)
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
1. The board of directors was convened by Mr. Xu Jiding, chairman of the board of directors. The notice of the meeting was delivered to all directors by telephone and on-site service on February 11, 2022. The notice of the meeting of the board of directors includes relevant materials of the meeting and lists the time, place, content and method of the meeting.
2. The board of directors was held in the conference room on the fourth floor of the company on February 16, 2022. It was held in the form of a combination of on-site meeting and communication meeting, and voting was carried out in a registered manner.
3. The board of directors should be attended by 7 people, and the actual number of people attending the meeting is 7.
4. The board of directors was presided over by Mr. Xu Jiding, chairman of the board of directors, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates.
5. The convening, convening and voting procedures of this meeting comply with the company law of the people’s Republic of China and other laws and regulations and the relevant provisions of the articles of association.
2、 Deliberations of the board meeting
After voting by the directors present at the meeting, the following resolutions were considered and adopted:
1. The proposal on Zhejiang Tiantie Industry Co.Ltd(300587) 2022 restricted stock incentive plan (Revised Draft) and its summary was deliberated and adopted
In view of the fact that one incentive object identified in the company’s 2022 restricted stock incentive plan (Draft) voluntarily gives up the subscription of the restricted stock to be granted by the company for personal reasons, and in order to strengthen the incentive effect and better ensure the smooth implementation of the company’s incentive plan, after comprehensive evaluation and careful consideration, The company plans to revise the restricted stock incentive plan of the company in 2022 (Draft) and its summary on the number of restricted shares granted, the list of incentive objects, the lifting of restrictions on sales, the grant price, performance assessment requirements, accounting treatment, etc. The revision and implementation of this incentive plan will be conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
The independent directors of the company gave their independent opinions on the proposal, the board of supervisors of the company gave their verification opinions on the proposal, Shanghai Junlan law firm issued a legal opinion on the proposal, and Shanghai Rongzheng Investment Consulting Co., Ltd. issued an independent financial advisory report on the proposal.
The Zhejiang Tiantie Industry Co.Ltd(300587) 2022 restricted stock incentive plan (Revised Draft) and its summary, opinions of independent directors, verification opinions of the board of supervisors, legal opinions and independent financial adviser’s report are detailed in the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 3 affirmative votes, 0 negative votes, 0 abstention votes and 4 avoidance votes (Xu Jiding, Xu kongbin, Xu Yinbin and Niu Wenqiang avoided voting).
This proposal needs to be submitted to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2. The proposal on the measures for the administration of the implementation and assessment of the restricted stock incentive plan in Zhejiang Tiantie Industry Co.Ltd(300587) 2022 (Revised Version) was deliberated and adopted
In order to strengthen the incentive effect and better ensure the smooth implementation of the company’s incentive plan, after comprehensive evaluation and careful consideration, the company plans to revise the relevant contents on the performance assessment requirements at the company level in the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022.
The administrative measures for the implementation and assessment of Zhejiang Tiantie Industry Co.Ltd(300587) 2022 restricted stock incentive plan (Revised Version), for details, see the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 3 affirmative votes, 0 negative votes, 0 abstention votes and 4 avoidance votes (Xu Jiding, Xu kongbin, Xu Yinbin and Niu Wenqiang avoided voting).
This proposal needs to be submitted to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3. Deliberated and adopted the proposal on by election of independent directors
Mr. Kong Jin, an independent director, applied to resign as an independent director of the company for personal reasons, and resigned as chairman of the remuneration and assessment committee of the Fourth Board of directors, member of the audit committee of the board of directors and member of the nomination committee of the board of directors. Since the resignation of Mr. Kong Jin will result in the number of independent directors of the company being less than one-third of the members of the board of directors, in order to ensure the normal operation of the board of directors of the company, the nomination committee of the board of directors of the company has conducted qualification examination in accordance with the company law, the Listing Rules of Shenzhen Stock Exchange gem and other laws, regulations, normative documents and the relevant provisions of the articles of association, The board of directors of the company nominated Mr. Xia Li’an as the candidate for independent director of the Fourth Board of directors of the company, and served as the chairman of the remuneration and assessment committee of the board of directors, the member of the audit committee of the board of directors and the member of the nomination committee of the board of directors. The term of office is from the date of deliberation and approval by the general meeting of shareholders to the expiration date of the term of office of the Fourth Board of directors.
The qualification and independence of independent director candidates shall be filed and reviewed by Shenzhen Stock Exchange, and shall not be submitted to the general meeting of shareholders for deliberation until there is no objection.
The announcement on the resignation and by election of independent directors, the statement on the nominees of independent directors, the statement on the candidates of independent directors and independent opinions are detailed in the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4. The proposal on convening the third extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company decided to hold the third extraordinary general meeting of shareholders in 2022 at 14:30 p.m. on Monday, March 7, 2022 in the conference room on the second floor of the company.
The notice on convening the third extraordinary general meeting of shareholders in 2022 is detailed in the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Zhejiang Tiantie Industry Co.Ltd(300587) resolution of the 14th meeting of the Fourth Board of directors.
It is hereby announced
Zhejiang Tiantie Industry Co.Ltd(300587) board of directors
February 16, 2022
