Securities code: 002895 securities abbreviation: Guizhou Chanhen Chemical Corporation(002895) Announcement No.: 2022-024 convertible bond Code: 127043 convertible bond abbreviation: CHUANHENG convertible bond
Guizhou Chanhen Chemical Corporation(002895)
Announcement of resolutions of the 8th meeting of the 3rd board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete
False records, misleading statements or material omissions.
1、 Meetings of the board of supervisors
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 eighth meeting of the third board of supervisors was sent by e-mail on February 16, 2022, and the meeting was held in Chengdu on February 21, 2022. There are 3 supervisors who should attend the meeting and 3 supervisors who actually attend the meeting. The meeting was convened and presided over by Mr. Chen Mingfu, and the Secretary of the board of directors attended the meeting as nonvoting delegates. The meeting of the board of supervisors was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
1. 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 was reviewed and approved
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 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. 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. 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), which was disclosed in the information disclosure media at the same time as this announcement.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: adopted.
2. The proposal on granting restricted shares to the incentive objects for the first time in the 2022 restricted stock incentive plan was reviewed and approved
According to 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 grant conditions specified in the company’s restricted stock incentive plan in 2022 have been met, and takes February 21, 2022 as the grant date, 6.854 million restricted shares were granted to 455 incentive objects who met the grant conditions. The board of supervisors of the company has verified whether the incentive objects determined in the restricted stock incentive plan meet the grant conditions and the list of incentive objects on the grant date (after adjustment), and issued the following verification opinions: (1) the incentive objects to be granted rights and interests (after adjustment) are the directors, senior managers, middle managers and technical (business) backbone of the company, All have employment, employment or labor relations with the company.
(2) The incentive object to be granted rights and interests (after adjustment) does not have the situation that it is not allowed to become an incentive object as stipulated in the management measures:
① Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
② In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
③ Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
④ Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
⑤ Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
⑥ Other circumstances recognized by the CSRC.
(3) Among the incentive objects (after adjustment) to be granted rights and interests, there are no independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the listed company and their spouses, parents and children.
(4) Neither the company nor the incentive object to be granted restricted shares this time (after adjustment) shall be granted restricted shares. The conditions for the incentive object to be granted restricted shares set in the company’s incentive plan have been met.
To sum up, the board of supervisors believes that the incentive objects (after adjustment) granted for the first time in this incentive plan meet the conditions specified in relevant laws, regulations and normative documents, their subject qualification as incentive objects in this company’s equity incentive plan is legal and effective, and their conditions for granting restricted shares have been met. It is unanimously agreed that February 21, 2022 is 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: 3 in favor, 0 against and 0 abstention.
Voting result: adopted.
3、 Documents for future reference
1. Resolution of the 8th meeting of the 3rd board of supervisors of the company.
It is hereby announced.
Guizhou Chanhen Chemical Corporation(002895)
Board of supervisors
February 22, 2022
