Securities code: 002943 securities abbreviation: Hunan Yujing Machinery Co.Ltd(002943) Announcement No.: 2022-007 Hunan Yujing Machinery Co.Ltd(002943)
Announcement of resolutions of the 8th meeting of the 4th board of directors
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.
1、 Meetings of the board of directors
The notice of the 8th meeting of the 4th board of directors of Hunan Yujing Machinery Co.Ltd(002943) (hereinafter referred to as "the company") has been sent to by telephone and e-mail on February 22, 2022. The meeting was held in the conference room on the fifth floor of the company on February 24, 2022 by on-site and communication. The meeting was presided over by Mr. Yang Yuhong, chairman of the board of directors. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting. Among them, Mr. Zhang Guoqiu, independent director Du Xinyu and independent director Tang Xi attended the meeting by means of communication, 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) the proposal on the company's 2022 stock option incentive plan (Draft) and its summary was deliberated and adopted
In order to further establish and improve the company's long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company's senior managers and core employees, effectively combine the interests of shareholders, the company and the personal interests of the core team, so that all parties can pay attention to the long-term development of the company and fully protect the interests of shareholders, In accordance with the principle of equal income and contribution, the company has formulated the 2022 stock option incentive plan (Draft) and its summary 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 independent directors of the company have expressed their independent opinions on this; The board of supervisors of the company issued audit opinions. For details, please refer to the company's website at www.cn.info.com.cn The Hunan Yujing Machinery Co.Ltd(002943) 2022 stock option incentive plan (Draft) and its abstract published in Securities Daily, China Securities News, securities times and Shanghai Securities News, and the independent opinions of independent directors on relevant matters of the eighth meeting of the Fourth Board of directors of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the management measures for the implementation and assessment of the company's stock option incentive plan in 2022
In order to ensure the smooth implementation of the company's 2022 stock option incentive plan and the realization of the company's development strategy and business objectives, the company has formulated the management measures for the implementation and assessment of 2022 stock option incentive plan in accordance with relevant laws and regulations.
The independent directors of the company have expressed their independent opinions on this; The board of supervisors of the company issued audit opinions. For details, please refer to the company's website at www.cn.info.com.cn The measures for the administration of the assessment of the implementation of Hunan Yujing Machinery Co.Ltd(002943) 2022 stock option incentive plan published in Securities Daily, China Securities News, securities times and Shanghai Securities News.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(III) deliberated and passed the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the 2022 stock option incentive plan
In order to implement the company's stock option 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 stock option incentive plan:
1. Submit to the general meeting of shareholders of the company to authorize the board of directors to be responsible for the specific implementation of the stock option incentive plan:
(1) Authorize the board of directors to determine the qualifications and conditions of the incentive object to participate in the stock option incentive plan, and determine the authorization date of the stock option incentive plan;
(2) Authorize the board of directors to adjust the number of stock options granted / exercised in accordance with the methods specified in the stock option incentive plan when the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment, etc;
(3) Authorize the board of directors to adjust the exercise price of stock options in accordance with the methods specified in the stock option incentive plan when the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
(4) Authorize the board of directors to grant stock options to the incentive object when the incentive object meets the conditions and handle all matters necessary for the grant of stock options, including signing the stock option grant agreement with the incentive object; (5) Authorize the board of directors to review and confirm the exercise qualification and exercise conditions of incentive objects, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
(6) Authorize the board of directors to decide whether the stock options granted to the incentive object can be exercised;
(7) Authorize the board of directors to handle all matters necessary for the exercise of incentive objects, including but not limited to applying to the stock exchange for exercise, 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 exercise of stock options that have not been exercised;
(9) Authorize the board of directors to sign, execute, modify and terminate any agreement related to the equity incentive plan and other relevant agreements;
(10) Authorize the board of directors to manage and adjust the company's stock option incentive plan, 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 stock option 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;
2. Authorize the board of directors to implement other necessary matters required by the stock option incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents.
3. 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 government departments and regulatory authorities on the stock option incentive plan; Sign, execute, modify and complete the documents submitted to relevant government departments, regulatory agencies, organizations and individuals; Amend the articles of association and handle the registration of changes in the company's registered capital; And do all acts it deems necessary, appropriate or appropriate in connection with this stock option incentive plan.
4. The general meeting of shareholders is requested to authorize the board of directors to appoint financial advisers, receiving banks, accountants, lawyers, securities companies and other intermediaries for the implementation of the stock option incentive plan.
5. The general meeting of shareholders of the company shall agree that the period of authorization to the board of directors shall be consistent with the validity period of the stock option incentive plan.
Except for the matters that need to be adopted by the board of directors as specified in laws, administrative regulations, rules of the CSRC, normative documents, this stock option incentive plan or the articles of association, other matters can be directly exercised by the chairman of the board of directors or an appropriate person authorized by him on behalf of the board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. 3、 Documents for future reference 1. Resolutions of the 8th meeting of the 4th board of directors; 2. Independent opinions of independent directors on matters related to the eighth meeting of the Fourth Board of directors of the company. It is hereby announced.
Hunan Yujing Machinery Co.Ltd(002943) board of directors February 25, 2022
