Securities code: 002488 securities abbreviation: Zhejiang Jingu Company Limited(002488) No.: 2022-005
Zhejiang Jingu Company Limited(002488)
Announcement on the resolutions of the 12th meeting of the 5th 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 there are no false records, misleading statements or major omissions.
The notice of the 12th meeting of the Fifth Board of directors (hereinafter referred to as the "meeting") of Zhejiang Jingu Company Limited(002488) (hereinafter referred to as the "company") was sent by hand, e-mail and fax on February 11, 2022. The meeting was held in the conference room on the third floor of Zhejiang Jingu Company Limited(002488) Fuyang District, Hangzhou, Zhejiang Province on February 18, 2022 by on-site and communication voting. There were 9 directors who should be present and 9 directors who actually attended. Supervisors and senior executives of the company attended the meeting as nonvoting delegates. The convening, convening and the number of directors participating in the voting of this meeting comply with the provisions of the company law of the people's Republic of China, the articles of association and other relevant laws and regulations. The meeting was presided over by Mr. Sun Fengfeng, chairman of the board of directors. After careful deliberation and voting by open ballot, the following resolutions were adopted:
1、 The proposal on the first phase of the company's employee stock ownership plan (Draft) and its summary was reviewed and approved, and submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Mr. Sun Fengfeng, the wife of Ms. sun Fengfeng, the chairman of the board of directors of the company, was proposed to participate in the voting of the company's employee shareholding plan because Mr. Sun Fengfeng and Ms. sun Fenghong, the wife of Mr. Sun Fenghong, were proposed to participate in the voting of the company's employee shareholding plan.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the "Securities Times", "China Securities News" and the company's designated information disclosure website "cninfo" http://www.cn.info.com.cn. The first phase of Zhejiang Jingu Company Limited(002488) employee stock ownership plan (Draft) disclosed on the.
2、 The proposal on the measures for the administration of the company's phase I employee stock ownership plan was reviewed and approved and submitted to the company's first extraordinary general meeting in 2022 for deliberation.
As Jin Jiayan, the director of the company, intends to participate in the employee stock ownership plan, Ms. Wang Guan, the wife of Mr. Sun Fengfeng, the chairman of the company, and Ms. Shuhong sun (Sun Shuhong), the sister of Mr. Sun Fengfeng, intend to participate in the employee stock ownership plan. She is an affiliated director of the proposal and avoids voting when considering the proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the "Securities Times", "China Securities News" and the company's designated information disclosure website "cninfo" http://www.cn.info.com.cn. Measures for the administration of Zhejiang Jingu Company Limited(002488) phase I employee stock ownership plan disclosed on the.
3、 The proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to the company's phase I employee stock ownership plan was reviewed and adopted, and submitted to the company's first extraordinary general meeting of shareholders in 2022 for deliberation. In order to ensure the implementation of the first phase of the company's employee stock ownership plan, the board of directors requests the general meeting of shareholders to authorize the board of directors to handle matters related to the employee stock ownership plan, including but not limited to the following matters:
1. Authorize the board of directors to implement or revise the employee stock ownership plan;
2. Authorize the board of directors to decide on the change and termination of the employee stock ownership plan;
3. Authorize the board of directors to make decisions on the extension and early termination of the duration of the employee stock ownership plan;
4. Authorize the board of directors to handle the locking and unlocking of the shares held in the employee stock ownership plan;
5. Authorize the board of directors to determine or change the management organization of the employee stock ownership plan and sign relevant agreements (if any);
6. If the final subscription amount of participating in the employee stock ownership plan is less than the draft employee stock ownership plan, or the number of participating employees changes, authorize the board of directors to revise the draft employee stock ownership plan;
7. In case of changes in relevant laws, regulations and policies, authorize the board of directors to make corresponding adjustments to the employee stock ownership plan according to the new policies;
8. Authorize the board of directors to explain the ESOP;
9. Authorize the board of directors to handle other necessary matters required by the employee stock ownership plan, except for the rights to be exercised by the general meeting of shareholders as specified in relevant documents.
The above authorization shall be valid from the date of approval by the general meeting of shareholders of the company to the duration of relevant matters.
As Jin Jiayan, the director of the company, intends to participate in the employee stock ownership plan, Ms. Wang Guan, the wife of Mr. Sun Fengfeng, the chairman of the company, and Ms. Shuhong sun (Sun Shuhong), the sister of Mr. Sun Fengfeng, intend to participate in the employee stock ownership plan. She is an affiliated director of the proposal and avoids voting when considering the proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
4、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company plans to hold the first extraordinary general meeting of shareholders in 2022 on March 7, 2022 to consider the first, second and third proposals. For details, please refer to the "Securities Times", "China Securities News" and the company's designated information disclosure website "cninfo" http://www.cn.info.com.cn. Announcement on the notice of convening the first extraordinary general meeting of shareholders in 2022 disclosed on the.
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Zhejiang Jingu Company Limited(002488) board of directors
February 18, 2022
