Securities code: Chengdu Dahongli Machinery Co.Ltd(300865) securities abbreviation: Chengdu Dahongli Machinery Co.Ltd(300865) Announcement No.: 2022003 Chengdu Dahongli Machinery Co.Ltd(300865)
Announcement on the resolutions of the 26th meeting of the third 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 26th meeting of the third board of directors of Chengdu Dahongli Machinery Co.Ltd(300865) (hereinafter referred to as “the company”) was held on March 2, 2022 (Wednesday) in the conference room of the company on the 24th floor, block B, AVIC International Exchange Center, No. 777, north section of Yizhou Avenue, high tech Zone, Chengdu, Sichuan Province. The meeting notice was sent by telephone and telephone on February 24, 2022 Sent by mail, etc. The meeting was convened and presided over by Mr. Gan Dehong, chairman of the board of directors. There were 6 directors who should attend the meeting, 6 directors who actually attended the meeting, and the company’s supervisors and senior managers attended the meeting as nonvoting delegates. The convening and voting procedures of this meeting comply with the company law of the people’s Republic of China and other laws, regulations, normative documents and the relevant provisions of the articles of association. The meeting is legal and effective.
2、 Deliberations of the board meeting
The directors attending the meeting fully discussed the proposals to be considered at this meeting, and considered and passed the following proposals: 1. The proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary was considered and adopted
In order to further establish and improve the company’s long-term incentive and restraint mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s management team and key personnel, and effectively combine the interests of shareholders, the company and the personal interests of the core team, In accordance with relevant laws and regulations, the company has formulated the 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”) and its summary.
The details of the company’s incentive information disclosure plan published on the website of China Securities Regulatory Commission (CSRC) on the same day of 2022 are detailed in the company’s incentive information disclosure plan.
The independent directors of the company have expressed their independent opinions on the above matters.
Mr. Li Zequan and Mr. Yang Zhongmin, the directors, are the incentive objects of this incentive plan and are affiliated directors. They avoid voting on this proposal.
Voting result of this proposal: 4 votes in favor, 0 votes against, 0 votes abstained, 2 votes avoided, and the proposal was passed. This proposal shall be submitted to the general meeting of shareholders for deliberation.
2. The proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 was deliberated and adopted
In order to ensure the smooth implementation of the incentive plan and the realization of the company’s development strategy and business objectives, according to the relevant provisions of relevant laws and regulations and in combination with the actual situation of the company, the company hereby formulates the management measures for the implementation and assessment of the restricted stock incentive plan in 2022.
For details, please refer to the management measures for the implementation and assessment of restricted stock incentive plan in 2022 published by the company on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
The independent directors of the company have expressed their independent opinions on the above matters.
Mr. Li Zequan and Mr. Yang Zhongmin, the directors, are the incentive objects of this incentive plan and are affiliated directors. They avoid voting on this proposal.
Voting result of this proposal: 4 votes in favor, 0 votes against, 0 votes abstained, 2 votes avoided, and the proposal was passed. This proposal shall be submitted to the general meeting of shareholders for deliberation.
3. The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive was deliberated and adopted. In order to complete matters related to the incentive plan efficiently and orderly, the general meeting of shareholders was requested to authorize the board of directors to handle specific matters related to the incentive plan, including but not limited to the following matters:
(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 incentive plan: ① authorize the board of directors to determine the grant date of the incentive plan;
② Authorize the board of directors to adjust the number of restricted shares granted / vested according to the methods specified in the 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 granting price of restricted shares according to the methods specified in the 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, including but not limited to signing the restricted stock grant agreement with the incentive object;
⑤ Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be vested, review and confirm the vesting qualification and vesting conditions of the incentive object, and agree that the board of directors will authorize the remuneration and assessment committee of the board of directors to exercise this right;
⑥ Authorize the board of directors to handle all matters necessary for the ownership of incentive objects, including but not limited to submitting an application for ownership to the stock exchange, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association, and handling the registration of changes in the company’s registered capital (including capital increase and filing of articles of association);
⑦ Authorize the board of directors to handle the relevant matters involved in the change and termination of the incentive plan according to the provisions of the incentive plan, including but not limited to the cancellation of the ownership qualification of the incentive object, the cancellation and cancellation of the restricted shares of the incentive object that have not been vested, the compensation and inheritance of the deceased incentive object that has not been vested in the restricted shares, and the termination of the incentive plan;
⑧ Authorize the board of directors to manage and adjust the incentive plan on the premise of being consistent with the terms of the incentive plan, and formulate or modify the management and implementation provisions of the incentive plan from time to time. 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;
⑨ If 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 laws, regulations, rules and normative documents are amended, the board of directors is authorized to adjust the relevant contents of the incentive plan according to the amendment;
⑩ Authorize the board of directors to implement other necessary matters required by the incentive plan, except for the powers to be exercised by the general meeting of shareholders specified in relevant documents;
(2) In order to implement the incentive plan, the general meeting of shareholders of the company is requested to authorize the board of directors to appoint financial consultants, receiving banks, accountants, lawyers and other intermediaries;
(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 governments and institutions; 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 acts, things and things it deems necessary, appropriate or appropriate in connection with this incentive plan;
(4) The above authorization shall be valid from the date of approval by the general meeting of shareholders to the validity of the incentive plan.
Except for the matters that need to be passed by the resolution of the board of directors as specified in laws, administrative regulations, rules of the CSRC, normative documents, this 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.
Mr. Li Zequan and Mr. Yang Zhongmin, the directors, are the incentive objects of this incentive plan and are affiliated directors. They avoid voting on this proposal.
Voting result of this proposal: 4 votes in favor, 0 votes against, 0 votes abstained, 2 votes avoided, and the proposal was passed. This proposal shall be submitted to the general meeting of shareholders for deliberation.
4. The proposal on using some idle raised funds to temporarily supplement working capital was deliberated and adopted
For details, see the announcement on temporarily replenishing working capital with some idle raised funds published by the company on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
Voting result of this proposal: 6 votes in favor, 0 votes against and 0 abstention. The proposal is passed.
5. The proposal on providing financial lease repurchase guarantee to customers was deliberated and adopted
The directors of the company carefully considered the proposal on providing financial lease repurchase guarantee to customers, and agreed that the company would recommend Yunnan Datong Labor Service Co., Ltd., a leasing customer of YONGYING Financial Leasing Co., Ltd., to provide financial lease repurchase guarantee with an amount of no more than 2.9968 million yuan and a term of no more than 24 months.
For details, see the announcement on providing financial lease repurchase guarantee to customers published by the company on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
Voting result of this proposal: 6 votes in favor, 0 votes against and 0 abstention. The proposal is passed.
3、 Documents for future reference
1. Chengdu Dahongli Machinery Co.Ltd(300865) the resolution of the 26th meeting of the third board of directors.
2. Independent opinions of independent directors on matters related to the 26th meeting of the third board of directors.
It is hereby announced.
Chengdu Dahongli Machinery Co.Ltd(300865) board of directors March 3, 2022
