Shenzhen Noposion Agrochemicals Co.Ltd(002215) announcement
Securities code: 002215 securities abbreviation: Shenzhen Noposion Agrochemicals Co.Ltd(002215) Announcement No.: 2022-016 Shenzhen Noposion Agrochemicals Co.Ltd(002215)
Announcement on the (Interim) resolution of the fifth meeting of the sixth 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 without false records, misleading statements or major omissions.
Shenzhen Noposion Agrochemicals Co.Ltd(002215) (hereinafter referred to as “the company”) the notice of the fifth meeting of the sixth board of directors (Interim) was delivered by fax and e-mail on February 16, 2022. The meeting was held on February 21, 2022 in the conference room on the seventh floor of the company by means of on-site combined communication. There are 5 directors who should attend the meeting, 5 directors who actually attend the on-site meeting and 5 directors who participate in voting. The meeting was convened and presided over by Mr. Lu Baiqiang, chairman of the board of directors. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting complied with the provisions of the company law and the articles of association. The meeting considered and adopted the following resolutions:
1、 The meeting deliberated and adopted the proposal on using part of the raised funds to increase capital to wholly-owned subsidiaries for the implementation of raised investment projects with 5 affirmative votes, 0 negative votes and 0 abstention votes.
See securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo.com on February 22, 2022 for details http://www.cn.info.com.cn. Announcement on using part of the raised funds to increase capital to wholly-owned subsidiaries for the implementation of raised investment projects.
2、 The meeting deliberated and adopted the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary with 3 affirmative votes, 0 negative votes and 0 abstention votes
In order to further improve the company’s governance structure, establish and improve the company’s incentive mechanism, enhance the company’s core management team’s sense of responsibility and mission for the sustainable and healthy development of the company, enhance the company’s core competitiveness, and ensure the realization of the company’s development strategic objectives and corporate vision. On the premise of fully protecting the interests of shareholders and in accordance with the principle of equal income and contribution, the remuneration and assessment committee of the board of directors of the company has formulated the company’s restricted stock incentive plan for 2022 (Draft) and its abstract in accordance with relevant laws and regulations, and confirmed the list of incentive objects in the plan.
Mr. Gao huansen, the Director / general manager of the company, and Mr. Wang Shihao, the vice chairman of the board of directors, were the objects of this incentive and avoided voting as related directors. The independent directors gave their consent and the board of supervisors gave their audit opinions. For details, please refer to the company’s website on February 22, 2022 http://www.cn.info.com.cn. Drape
Shenzhen Noposion Agrochemicals Co.Ltd(002215) announcement
Relevant announcements of dew.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
3、 The meeting deliberated and adopted the measures for the assessment of the implementation of the company’s restricted stock incentive plan in 2022 with 3 affirmative votes, 0 negative votes and 0 abstention votes.
In order to ensure the smooth progress of the company’s restricted stock incentive plan in 2022, the company formulates the assessment method for the implementation of Shenzhen Noposion Agrochemicals Co.Ltd(002215) restricted stock incentive plan in 2022 in accordance with relevant laws, regulations, restricted stock incentive plan and the articles of association and in combination with the actual situation of the company.
Mr. Gao huansen, the Director / general manager of the company, and Wang Shihao, the vice chairman of the board of directors, were the objects of this incentive and avoided voting as related directors. The independent directors gave their consent and the board of supervisors gave their audit opinions. For details, please refer to the company’s website on February 22, 2022 http://www.cn.info.com.cn. Relevant announcements of disclosure.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
4、 The meeting deliberated and adopted the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2022 with 3 affirmative votes, 0 negative votes and 0 abstention votes.
In order to ensure the smooth implementation of the company’s restricted stock incentive plan in 2022, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle the following matters related to the company’s restricted stock incentive plan in 2022:
1. Authorize the board of directors to determine the grant date of the restricted stock incentive plan;
2. Authorize the board of directors to adjust the number of subject shares involved in the company according to the methods specified in the restricted stock incentive plan when the company has matters such as capital reserve converted into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and so on;
3. Authorize the board of directors to adjust the grant price and repurchase price according to the methods specified in the restricted stock incentive plan when the company has matters such as capital reserve converted into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
4. Authorize the board of directors to grant restricted shares to the incentive object when the incentive object meets the conditions and handle all matters necessary for the grant of restricted shares;
5. Authorize the board of directors to review and confirm the unlocking qualification and unlocking conditions of incentive objects;
6. Authorize the board of directors to decide whether the incentive object can be unlocked and exercised;
Shenzhen Noposion Agrochemicals Co.Ltd(002215) announcement
7. Authorize the board of directors to handle all matters necessary for the unlocking of incentive objects, including but not limited to applying to the stock exchange for unlocking, applying to the registration and settlement company for handling relevant registration and settlement business, amending the articles of association and handling the change registration of the company’s registered capital;
8. Authorize the board of directors to handle the locking of restricted shares that have not been unlocked;
9. Authorize the board of directors to decide on the change and termination of the restricted stock incentive plan, including but not limited to canceling the unlocking and exercise qualification of the incentive object, repurchasing and canceling the restricted stock of the incentive object that has not been unlocked, handling the compensation and inheritance of the restricted stock of the deceased incentive object that has not been unlocked, and terminating the company’s restricted stock incentive plan;
10. Authorize the board of directors to manage the company’s restricted stock incentive plan;
11. Authorize the board of directors to implement other necessary matters required by the restricted stock incentive plan, except the rights to be exercised by the general meeting of shareholders specified in relevant documents;
12. The period of authorization to the board of directors shall be from the date of deliberation and approval by the general meeting of shareholders to the date of unlocking or repurchase cancellation of all restricted shares granted under the equity incentive plan.
Mr. Gao huansen, the Director / general manager of the company, and Wang Shihao, the vice chairman of the board of directors, were the objects of this incentive and avoided voting as related directors. The independent directors gave their consent and the board of supervisors gave their audit opinions. For details, please refer to the company’s website on February 22, 2022 http://www.cn.info.com.cn. Relevant announcements of disclosure.
5、 The meeting deliberated and adopted the proposal on convening the second extraordinary general meeting of shareholders in 2022 with 5 affirmative votes, 0 negative votes and 0 abstention votes.
See securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo.com on February 22, 2022 for details http://www.cn.info.com.cn. Notice on convening the second extraordinary general meeting of shareholders in 2022.
It is hereby announced.
Board of directors February 22, 2002
