Securities code: 002758 securities abbreviation: Zjamp Group Co.Ltd(002758) Announcement No.: 2021-067
Bond Code: 128040 bond abbreviation: Huatong convertible bond
Announcement on resolutions of the 18th 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.
Zjamp Group Co.Ltd(002758) (hereinafter referred to as “the company”) ）The 18th meeting of the 4th board of directors was notified by hand on December 16, 2021, and held in the conference room on the 8th floor, building 3, Zhejiang agricultural science and Technology Innovation Park, No. 768, Jianghong Road, Binjiang District, Hangzhou on December 23, 2021. The meeting was presided over by Mr. Bao Zhonghai, chairman of the board of directors. 9 directors should attend the meeting, 9 actually attended the meeting, and the company’s supervisors and senior managers attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the company law of the people’s Republic of China and other laws and regulations and the articles of association.
1、 Deliberations of the board meeting
After careful consideration by the directors attending the meeting, the following resolutions are formed:
1. The company’s
<2021 年限制性股票激励计划（草案）>
And its abstract
Voting results: 7 in favor, 0 against and 0 abstention; Directors Bao Zhonghai and Lin Changbin are the incentive objects of the incentive plan and are affiliated directors, avoiding voting.
In order to further deepen the reform of the company’s operation and management mechanism, improve the corporate governance structure, improve the long-term incentive and restraint mechanism, encourage the company’s core operation and management team and key employees to innovate and forge ahead, and realize the long-term steady development of the company and the maximization of shareholder value, on the premise of fully protecting the interests of shareholders, In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other relevant laws, regulations and normative documents, as well as the articles of association In combination with the company’s existing salary system, performance appraisal system and other management systems, Formulate the company’s restricted stock incentive plan for 2021 (Draft) and its abstract, and plan to implement the restricted stock incentive plan to the incentive objects. For details, see Zjamp Group Co.Ltd(002758) restricted stock incentive plan for 2021 (Draft) and its abstract and Zjamp Group Co.Ltd(002758) restricted stock incentive plan for 2021 disclosed on cninfo.com. Cn on the same day (Draft) Abstract (Announcement No.: 2021-069) was also disclosed in the securities times. The independent directors of the company expressed their independent opinions on the proposal. For details, see http://www.cn.info.com.. CN.
This proposal must be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2. The company’s
<2021 年限制性股票激励计划实施考核管理办法>
Proposal for
Voting results: 7 in favor, 0 against and 0 abstention; Directors Bao Zhonghai and Lin Changbin are the incentive objects of the incentive plan and are affiliated directors, avoiding voting.
In order to ensure the smooth implementation of the company’s restricted stock incentive plan in 2021, further improve the corporate governance structure, form a good and balanced value distribution system, encourage the company’s core operation and management team and key employees to work honestly and diligently, ensure the steady improvement of the company’s performance and the realization of the company’s development strategy and business objectives, according to the company law Securities law, administrative measures and other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of association and the company’s restricted stock incentive plan (Draft) in 2021, and in combination with the actual situation of the company, the company hereby formulates the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021.
For details, please refer to the management measures for the implementation and assessment of Zjamp Group Co.Ltd(002758) restricted stock incentive plan in 2021 disclosed on cninfo.com. CN on the same day. The independent directors of the company have expressed their independent opinions on the proposal. For details, please refer to cninfo.com. CN.
This proposal must be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3. The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021 was reviewed and adopted
Voting results: 7 in favor, 0 against and 0 abstention; Directors Bao Zhonghai and Lin Changbin are the incentive objects of the incentive plan and are affiliated directors, avoiding voting.
In order to ensure the smooth implementation of the company’s restricted stock incentive plan in 2021, 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 2021.
(i) The general meeting of shareholders of the company is requested to authorize the board of directors to be responsible for the following matters for the specific implementation of the equity incentive plan:
(1) Authorize the board of directors to determine the grant date of this restricted stock incentive plan;
(2) Authorize the board of directors to adjust the number of restricted shares and the number of underlying shares involved in the restricted stock incentive plan in accordance with the methods specified in the restricted stock 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, etc;
(3) Authorize the board of directors to adjust the grant price / repurchase price of restricted shares according to the methods specified in the restricted stock 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 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, submitting the grant application to the stock exchange, applying to the registration and Clearing Company for relevant registration and settlement business, and amending the articles of association . handle the change registration of the company’s registered capital;
(5) Authorize the board of directors to review and confirm the incentive object’s qualification for lifting the sales restriction and the conditions for lifting the sales restriction, 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 incentive object can lift the sales restriction, and handle all matters necessary for the incentive object to lift the sales restriction, including but not limited to submitting an application to the stock exchange for lifting the sales restriction, 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;
(7) Authorize the board of directors to handle the sales restriction of restricted shares that have not been lifted in accordance with the provisions of the company’s restricted stock incentive plan;
(8) Authorize the board of directors to handle relevant matters related to the change and termination of the restricted stock incentive plan in accordance with the provisions of the company’s restricted stock incentive plan, including but not limited to canceling the incentive object’s qualification for lifting the restriction on sales, repurchase the restricted shares of the incentive object that have not been lifted, and handle the inheritance of the deceased incentive object’s restricted shares that have not been lifted 1. Terminate the company’s restricted stock incentive plan;
(9) The board of directors is authorized to distribute and directly reduce the restricted shares not actually granted and not subscribed by the incentive object among other incentive objects if the incentive object waives the granted rights and interests for any reason from the date of announcement of the incentive plan to the date when the incentive object completes the registration of restricted shares.
(10) Authorize the board of directors to sign, execute, modify and terminate any agreement related to the equity incentive plan and other relevant agreements;
(11) Authorize the board of directors to manage and adjust the company’s restricted stock 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 incentive plan. However, if laws, regulations or relevant regulatory authorities require such modifications to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such modifications by the board of directors must Get corresponding approval.
（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; sign, implement, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals; modify the articles of Association . handle the change registration of the company’s registered capital; And do all acts it deems necessary, appropriate or appropriate in connection with this incentive plan.
（3） 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 incentive plan.
（4） Authorize the board of directors to handle other necessary matters required for the implementation of the restricted stock incentive plan, except for the rights to be exercised by the general meeting of shareholders as specified in relevant laws, regulations and normative documents.
（5） Submit to the general meeting of shareholders of the company for approval, and the period of authorization to the board of directors is consistent with the validity of the equity incentive plan. The above authorization matters are in addition to laws, administrative regulations, rules of the CSRC, normative documents, the equity incentive plan or the articles of Association Except for the matters that are clearly required to be adopted by the resolution of the board of directors, 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.
This proposal must be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4. The proposal on the extension of some raised investment projects of the company was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
In order to ensure the effective use of the raised funds and promote the smooth development of the investment projects invested by the raised funds, and according to the actual situation of the company’s production capacity and demand, the company plans to extend the construction period of the “expansion project of traditional Chinese medicine decoction pieces with an annual output of 10000 tons” and the “technology R & D center project” to December 31, 2023.
For details, please refer to the announcement on the extension of some raised investment projects of the company (Announcement No.: 2021-071) published in the securities times and cninfo.com.cn, the designated information disclosure media of the company on the same day. The independent directors of the company expressed their independent opinions on the proposal, and the sponsor huajinzheng (www.cn. Info. Com. CN.).
This proposal must be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
5. The proposal on closing some raised investment projects of the company, permanently replenishing working capital with surplus raised funds and changing the purpose of some raised funds was reviewed and approved
Voting results: 9 in favor, 0 against and 0 abstention.
In order to improve the use efficiency of the raised funds, combined with the progress of relevant raised investment projects of the company, the company plans to close the raised investment projects of “pharmaceutical logistics phase II construction project” and “pharmaceutical wholesale business expansion project”, permanently supplement the working capital with the surplus raised funds, and change the purpose of the raised funds of “chain drugstore expansion project”, It is used for the company’s “digital system upgrading and construction project”.
For details, please refer to the public notice on closing some of the company’s raised investment projects, permanently replenishing the surplus raised funds and changing the purpose of some raised funds published in the securities times and cninfo (www.cn. Info. Com.. CN), the designated information disclosure media of the company, on the same day (Announcement No.: 2021-072). The independent directors of the company expressed their independent opinions on the proposal, and the sponsor Huajin Securities Co., Ltd. issued verification opinions. For details, see http://www.cn.info.com.. CN.
This proposal must be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
6. The proposal on convening the company’s first extraordinary general meeting in 2022 was reviewed and adopted. The voting results were: 9 in favor, 0 against and 0 abstention.
The company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 on Monday, January 10, 2022. For details, see the notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2021-073) published in the securities times and cninfo (www.cn. Info. Com.. CN), the designated information disclosure media of the company on the same day.
2、 Documents for future reference
Resolution of the 18th meeting of the 4th board of directors of the company.
It is hereby announced.
Zjamp Group Co.Ltd(002758) board of directors December 24, 2021
