Securities code: 600884 securities abbreviation: Ningbo Shanshan Co.Ltd(600884) Announcement No.: pro 2022-016 Ningbo Shanshan Co.Ltd(600884)
Announcement of resolutions of the 25th meeting of the 10th board of directors
The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.
1、 Meetings of the board of directors
(I) Ningbo Shanshan Co.Ltd(600884) (hereinafter referred to as “the company”) the 25th meeting of the 10th board of directors was held in accordance with the company law of the people’s Republic of China, the articles of association of Ningbo Shanshan Co.Ltd(600884) (hereinafter referred to as “the articles of association”) and relevant laws and regulations.
(II) the notice of the meeting of the board of directors will be sent in writing on February 16, 2022.
(III) the meeting of the board of directors was held by means of communication voting on February 23, 2022.
(IV) there are 11 directors who should attend the meeting of the board of directors, 11 directors who actually attended the meeting, and no directors absent from the meeting.
2、 Deliberations of the board meeting
The meeting considered and voted on the following proposals:
(I) proposal on Ningbo Shanshan Co.Ltd(600884) 2022 stock option and restricted stock incentive plan (Draft) and its abstract;
(see the website of Shanghai stock exchange for details)
(10 in favor, 0 against, 0 abstention and 1 withdrawal)
In order to further improve the company’s long-term incentive mechanism, fully mobilize the initiative, enthusiasm and creativity of the company’s directors, main managers and core technicians of subsidiaries, improve team cohesion, maintain the vitality of the enterprise, more closely combine the interests of employees with the interests of the company and shareholders, and enable all parties to pay common attention to and promote the long-term sustainable development of the company, On the premise of fully protecting the interests of shareholders, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association, The company has formulated the Ningbo Shanshan Co.Ltd(600884) 2022 stock option and restricted stock incentive plan (Draft) and its abstract.
The independent directors of the company gave their consent opinions, and the lawyer issued a legal opinion. Ms. Li Fengfeng, a related director, abstained from voting.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(II) proposal on the administrative measures for the implementation and assessment of Ningbo Shanshan Co.Ltd(600884) 2022 stock option and restricted stock incentive plan;
(see the website of Shanghai stock exchange for details)
(10 in favor, 0 against, 0 abstention and 1 withdrawal)
In order to ensure the smooth progress of the company’s 2022 stock option and restricted stock incentive plan and promote the realization of the company’s development strategy and business objectives, according to relevant laws and regulations and the actual situation of the company, the company has formulated the management measures for the implementation and assessment of Ningbo Shanshan Co.Ltd(600884) 2022 stock option and restricted stock incentive plan.
The independent directors of the company expressed their consent. Ms. Li Fengfeng, a related director, abstained from voting.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(III) proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company’s 2022 stock option and restricted stock incentive plan;
(see the website of Shanghai stock exchange for details)
(10 in favor, 0 against, 0 abstention and 1 withdrawal)
In order to ensure the smooth implementation of the company’s 2022 stock option and restricted stock incentive plan (hereinafter referred to as the “equity incentive plan”), it is agreed to submit to the general meeting of shareholders to authorize the board of directors of the company to handle the following matters for the implementation of the equity incentive plan:
1. Submit to the general meeting of shareholders of the company to authorize the board of directors to be responsible for the following matters for the specific implementation of the equity incentive plan:
(1) Confirm the qualifications and conditions of incentive objects to participate in the equity incentive plan, determine the list of incentive objects and their authorized quantity, and determine the exercise price of stock options and the grant price / repurchase price of restricted shares; (2) Determine the grant date of the equity incentive plan, grant rights and interests to the incentive object when the incentive object meets the conditions, and handle all matters necessary for granting rights and interests;
(3) Review and confirm the qualifications and conditions for the incentive objects to exercise their rights and interests, and handle all matters for the qualified incentive objects to exercise their rights and interests in accordance with the provisions of the equity incentive plan;
(4) If it is necessary to adjust the number, exercise price, grant price / repurchase price of stock options and restricted shares due to ex dividend, ex dividend or other reasons, it shall be adjusted in accordance with the principles and methods specified in the equity incentive plan;
(5) Authorize the board of directors to adjust the amount of stock options and restricted shares and the amount allocated to each incentive object according to the principles and methods specified in the equity incentive plan;
(6) Authorize the board of directors to decide on the change and termination of the equity incentive plan, including but not limited to canceling the exercise or lifting the restricted sales qualification of the incentive object, canceling the stock options of the incentive object that have not been exercised, and repurchasing and canceling the restricted shares of the incentive object that have not been lifted, Handle the compensation and inheritance of stock options that have not been exercised or restricted shares that have not been lifted by the deceased incentive object, and terminate the company’s stock options and restricted stock incentive plan;
(7) Authorize the board of directors to manage and adjust the equity incentive plan of the company, and formulate or modify the management and implementation provisions of the plan from time to time on the premise of being consistent with the terms of the equity incentive plan. However, if laws, regulations or relevant regulatory authorities require such amendments to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such amendments by the board of directors must be approved accordingly;
(8) Sign, execute, modify and terminate any agreement related to the equity incentive plan;
(9) Appoint intermediary institutions such as receiving banks, financial consultants, accountants and lawyers for the implementation of the equity incentive plan;
(10) Other necessary matters required for the implementation of the equity incentive plan, except the rights to be exercised by the general meeting of shareholders specified in relevant documents.
2. Submit to the general meeting of shareholders of the company to authorize the board of directors to go through the formalities of examination and approval, registration, filing, approval and consent with relevant governments and institutions on the equity incentive plan; Sign, implement, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals; Amend the articles of association and handle the registration of changes in the company’s registered capital; And do all other necessary, appropriate or appropriate actions related to the equity incentive plan.
3. Submit to the general meeting of shareholders of the company for approval, and the period of authorization to the board of directors is the validity period of this equity incentive plan.
Ms. Li Fengfeng, a related director, abstained from voting.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IV) proposal on the notice of convening Ningbo Shanshan Co.Ltd(600884) the first extraordinary general meeting of shareholders in 2022.
(see the website of Shanghai stock exchange for details)
(11 in favor, 0 against, 0 abstention and 0 withdrawal)
The board of directors of the company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 on March 14, 2022. The meeting plans to consider the following proposals:
1. Proposal on Ningbo Shanshan Co.Ltd(600884) 2022 stock option and restricted stock incentive plan (Draft) and its abstract;
2. Proposal on Ningbo Shanshan Co.Ltd(600884) 2022 administrative measures for the implementation and assessment of stock option and restricted stock incentive plan;
3. Proposal on the general meeting of shareholders authorizing the board of directors to handle matters related to the company’s 2022 stock option and restricted stock incentive plan.
It is hereby announced.
Ningbo Shanshan Co.Ltd(600884) board of directors February 23, 2022
