Securities code: 002895 securities abbreviation: Guizhou Chanhen Chemical Corporation(002895) Announcement No.: 2022-022 convertible bond Code: 127043 convertible bond abbreviation: CHUANHENG convertible bond
Guizhou Chanhen Chemical Corporation(002895)
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
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.
Guizhou Chanhen Chemical Corporation(002895) (hereinafter referred to as “the company” and “the company”) (Securities abbreviation: Guizhou Chanhen Chemical Corporation(002895) , securities code: 002895) held the 13th meeting of the third board of directors on February 21, 2022, deliberated and adopted the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time in the 2022 restricted stock incentive plan. The relevant matters are explained as follows:
1、 Relevant approval procedures and information disclosure performed
1. On January 13, 2022, the company held the 12th meeting of the third board of directors, deliberated and approved the proposal on the 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the 2022 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The independent directors of the company expressed independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any situation damaging the interests of the company and all shareholders. On the same day, the company held the 7th Meeting of the 3rd board of supervisors, deliberated and passed the proposal on the 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the 2022 restricted stock incentive plan, and the proposal on the verification of the list of incentive objects first granted by the company’s 2022 restricted stock incentive plan, Relevant announcements were disclosed in the information disclosure media on January 14, 2022.
2. On January 14, 2022, the company publicized the names and positions of the incentive objects granted by the incentive plan for the first time through the company’s website. The publicity period is from January 14, 2022 to February 11, 2022. As of the expiration of the publicity period, the Secretary of the board of directors and the board of supervisors of the company have not received any objection from any individual or organization to the incentive object granted for the first time. On February 16, 2022, the company disclosed in the information disclosure media the review opinions and publicity statement of the board of supervisors on the list of incentive objects granted for the first time in the 2022 restricted stock incentive plan (Announcement No.: 2022-015).
3. On February 21, 2022, the first extraordinary general meeting of the company in 2022 deliberated and approved the proposal on the 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the 2022 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, On February 22, 2022, the company disclosed the self inspection report on the trading of the company’s shares by insiders of the restricted stock incentive plan in 2022 (Announcement No.: 2022-020) in the information disclosure media.
4. On February 21, 2022, the company held the 13th meeting of the third board of directors and the 8th meeting of the third board of supervisors, deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time in the 2022 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time in the 2022 restricted stock incentive plan. Independent directors of the company express independent opinions on relevant matters. The board of supervisors deliberated on the adjustment, verified the list of incentive objects (after adjustment) on the grant date, and confirmed that the grant conditions have been achieved.
2、 Reasons and results of adjustment
According to the feedback on the subscription intention of the incentive objects granted for the first time in the company’s incentive plan for restricted shares in 2022 (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. After adjustment, the number of incentive objects 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 shares to 6.854 million shares.
In addition to the above adjustments, the list of incentive objects (after adjustment) and the number of rights and interests to be granted for the first time in this restricted stock grant are consistent with the list of incentive objects and the number of rights and interests in the incentive plan and its summary reviewed and approved by the company’s first extraordinary general meeting in 2022. According to the authorization of the company’s first extraordinary general meeting in 2022, this adjustment belongs to the matters authorized by the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
3、 Impact of this adjustment on the company
The company’s adjustment of the list of incentive objects and the number of rights and interests granted for the first time in the 2022 restricted stock incentive plan complies with the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other relevant laws and regulations and the relevant provisions of the company’s incentive plan. This adjustment will not have a material impact on the company’s financial position and operating results.
4、 Opinions of independent directors
The independent directors of the company expressed independent opinions on the adjustment of the restricted stock incentive plan as follows:
The company’s adjustment of the list of incentive objects and the number of rights and interests granted for the first time in the incentive plan complies with the administrative measures, the self discipline supervision guide for listed companies of Shenzhen Stock Exchange No. 1 – business handling and other laws and regulations, as well as the provisions on relevant adjustment matters in the company’s incentive plan. The content of this adjustment is within the authorization of the board of directors of the company at the first extraordinary general meeting of shareholders in 2022, and the adjustment procedure is legal and compliant. The independent directors unanimously agreed to the company’s adjustment of the list of incentive objects and the number of rights and interests granted for the first time in this restricted stock incentive plan.
5、 Opinions of the board of supervisors
The board of supervisors of the company expressed the following opinions on the list of incentive objects granted for the first time in the incentive plan and the adjustment of the number of granted rights and interests:
According to the feedback on the subscription intention of the incentive objects granted for the first time determined in the incentive plan of the company, 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, with a total of 286000 shares. 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 the adjustment, the number of incentive objects granted for the first time in the company’s restricted stock incentive plan was adjusted from 483 to 455, and the total number of restricted shares granted for the first time was adjusted from 7.14 million shares 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.
The above adjustments comply with the relevant laws and regulations such as the measures for the administration of equity incentive of listed companies and the relevant provisions of the incentive plan, and there is no damage to the interests of the company and its shareholders.
6、 Legal opinion and concluding observations
The legal opinion on the adjustment and grant of the company’s restricted stock incentive plan in 2022 issued by Guohao law firm (Tianjin) believes that:
The company’s implementation of this adjustment and the first grant complies with the relevant provisions of the measures for the administration of equity incentive, the articles of association and the incentive plan. The resolution of this adjustment and the first grant is legal and effective.
It is hereby announced.
Guizhou Chanhen Chemical Corporation(002895) board of directors February 22, 2022
