Securities code: 002895 securities abbreviation: Guizhou Chanhen Chemical Corporation(002895) Announcement No.: 2022-021
Convertible bond Code: 127043 convertible bond abbreviation: CHUANHENG convertible bond
Guizhou Chanhen Chemical Corporation(002895)
Announcement of resolutions of the 13th meeting of the third board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete
False records, misleading statements or material omissions.
1、 Meetings of the board of directors
Guizhou Chanhen Chemical Corporation(002895) (hereinafter referred to as “the company” and “the company”) (Securities abbreviation: Guizhou Chanhen Chemical Corporation(002895) , securities code: 002895) the notice of the 13th meeting of the third board of directors was sent by e-mail on February 16, 2022, and the meeting was held by on-site meeting in Chengdu on February 21, 2022. 9 directors attended the meeting. The meeting was convened and presided over by Mr. Wu Haibin, chairman of the board of directors, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time by the restricted stock incentive plan in 2022
According to the feedback on the subscription intention of the incentive objects granted for the first time determined by the company’s 2022 restricted stock incentive plan (hereinafter referred to as the “incentive plan”), 7 incentive objects voluntarily give up the subscription of some restricted shares to be granted by the company for personal reasons, and 28 incentive objects voluntarily give up the subscription of all restricted shares to be granted by the company for personal reasons, The total number of shares waived was 286000. According to the authorization of the company’s first extraordinary general meeting in 2022, the board of directors adjusted the list of incentive objects and the number of rights and interests granted for the first time in the company’s restricted stock incentive plan in 2022. After adjustment, the company is the incentive object granted for the first time in this restricted stock incentive plan
The number of restricted shares granted for the first time was adjusted from 483 to 455, and the total number of restricted shares granted for the first time was adjusted from 7.14 million to 6.854 million
Shares. In addition to the above adjustments, the list of restricted stock incentive objects and the number of rights and interests granted for the first time are consistent with the list of incentive objects in the incentive plan and its summary deliberated and approved by the company’s first extraordinary general meeting of shareholders in 2022. According to the authorization of the company’s first extraordinary general meeting in 2022, this adjustment is within the scope of authorization and does not need to be submitted to the general meeting of shareholders for deliberation. For details, see the announcement on adjusting the list of incentive objects and the number of rights and interests granted for the first time under the restricted stock incentive plan in 2022 (Announcement No.: 2022-022) and the list of incentive objects granted for the first time under the restricted stock incentive plan in 2022 (after adjustment), which are disclosed in the information disclosure media at the same time as this announcement.
Voting: 4 in favor, 0 against, 0 abstention and 5 avoidance.
Voting result: adopted.
Directors Wu Haibin, Zhang Haibo, Wang Jiacai, Duan Haoran and he Yonghui were the incentive objects of this incentive plan and avoided voting on this proposal.
The independent opinions of independent directors on this matter are detailed in the independent opinions of independent directors on matters related to the 13th meeting of the third board of directors disclosed on cninfo.com at the same time as this announcement.
(II) deliberated and passed the proposal on granting restricted shares to incentive objects for the first time in the 2022 restricted stock incentive plan
In accordance with the measures for the administration of equity incentive of listed companies, the relevant provisions of the company’s incentive plan and the authorization of the company’s first extraordinary general meeting in 2022, the board of Directors considers that the first grant conditions specified in the company’s restricted stock incentive plan in 2022 have been met, and agrees to take February 21, 2022 as the grant date, 6.854 million restricted shares were granted to 455 incentive objects who met the grant conditions. For details, please refer to the announcement on granting restricted shares to the incentive object of the restricted stock incentive plan for the first time in 2022 (Announcement No.: 2022-023) disclosed in the information disclosure media at the same time as this announcement.
Voting: 4 in favor, 0 against, 0 abstention and 5 avoidance.
Voting result: adopted.
Directors Wu Haibin, Zhang Haibo, Wang Jiacai, Duan Haoran and he Yonghui were the incentive objects of this incentive plan and avoided voting on this proposal.
The independent opinions of independent directors on this matter are detailed in the independent opinions of independent directors on matters related to the 13th meeting of the third board of directors disclosed on cninfo.com at the same time as this announcement.
3、 Documents for future reference
(I) resolution of the 13th meeting of the third board of directors of the company;
(II) independent opinions of independent directors on relevant matters of the 13th meeting of the third board of directors.
It is hereby announced.
Guizhou Chanhen Chemical Corporation(002895)
Board of directors
February 22, 2022
