Securities code: Bece Legend Group Co.Ltd(000803) securities abbreviation: Bece Legend Group Co.Ltd(000803) Announcement No.: 2022030 Bece Legend Group Co.Ltd(000803)
Announcement of resolutions of the 29th meeting of the 10th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Bece Legend Group Co.Ltd(000803) (hereinafter referred to as “the company” or ” Bece Legend Group Co.Ltd(000803) “) the notice of the 29th meeting of the 10th board of supervisors was sent by email on February 24, 2022. The meeting was held by means of communication voting on March 4, 2022. There were 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. The meeting was presided over by Mr. Yang Xin, chairman of the board of supervisors, The meeting was held in accordance with the relevant provisions of the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Bece Legend Group Co.Ltd(000803) articles of Association (hereinafter referred to as the “articles of association”) and other laws and regulations. After deliberation and approval by the supervisors attending the meeting, the following proposals were unanimously adopted by voting:
1、 Deliberated and adopted the annual report and summary of 2021
After review, the board of supervisors believes that the procedures for the preparation, deliberation and adoption of the 2021 annual report and its extracts by the board of directors comply with laws, administrative regulations and relevant provisions of the CSRC and Shenzhen Stock Exchange. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
For details, please refer to the annual report of 2021 and the summary of the annual report of 2021 disclosed at the same time with this announcement. Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
2、 Deliberated and adopted the work report of the board of supervisors in 2021
For details, see the work report of the board of supervisors in 2021 disclosed at the same time as this announcement.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
3、 Deliberated and adopted the financial final accounts report for 2021
For details, please refer to the financial statements and audit report of 2021 disclosed at the same time as this announcement.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
4、 Deliberated and adopted the self-evaluation report on internal control in 2021
After review, the board of supervisors believes that the company’s existing internal control system meets the requirements of national laws, regulations and securities regulatory authorities, meets the actual needs of the current company’s production and operation, has been continuously and strictly implemented in the company’s operation and management, and has played a good role in controlling and preventing all processes and links of the company’s operation; The 2021 internal control self evaluation report prepared by the company truly and objectively reflects the construction and operation of the company’s internal control system.
For details, see the 2021 internal control self-evaluation report disclosed at the same time as this announcement.
Voting results: 3 in favor, 0 against and 0 abstention.
5、 The plan for profit distribution and conversion of capital reserve into share capital in 2021 was reviewed and approved
After review, the board of supervisors considered that the equity distribution plan was in line with the relevant provisions of the company law, the articles of association and other relevant provisions, in line with the actual operation of the company, and did not harm the interests of the company’s shareholders, especially the minority shareholders, and agreed to the 2021 profit distribution and capital reserve conversion to share capital plan proposed by the board of directors.
For details, please refer to the announcement on 2021 profit distribution and capital reserve conversion plan disclosed on the same day as this announcement.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
6、 The special report on the deposit and use of raised funds in 2021 was reviewed and approved
After review, The board of supervisors believes that the procedures of the special report on the deposit and use of raised funds in 2021 prepared and deliberated by the board of directors are in line with the Listing Rules of the main board of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board The relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies are true, accurate and complete, without false records, misleading statements and major omissions, truthfully reflect the actual deposit and use of raised funds in 2021, and there are no violations of the deposit and use of raised funds.
For details, see the special report on the deposit and use of raised funds in 2021 disclosed at the same time as this announcement.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
7、 The proposal on changing the purpose of part of the raised funds of raised investment projects, the implementation subject and the use of the raised funds for foreign investment was deliberated and adopted
After deliberation, the board of supervisors believes that the change of the purpose of part of the raised funds, the implementation subject and the use of the raised funds for foreign investment of the company is an adjustment based on the actual situation of the company, which is in line with the actual business needs of the company, is conducive to improving the use efficiency of the raised funds, is conducive to safeguarding the interests of all shareholders and is in line with the development strategy of the company. The change of the purpose of the raised funds has fulfilled the necessary legal procedures and complies with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies and the stock listing rules of Shenzhen Stock Exchange.
For details, please refer to the announcement on changing the purpose, implementation subject and foreign investment of some raised funds of raised investment projects disclosed at the same time with this announcement.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
8、 The proposal on adjusting the list and number of incentive objects granted for the first time in the second phase of restricted stock incentive plan was deliberated and adopted
In view of the fact that among the incentive objects to be granted under the second phase of the company’s restricted stock incentive plan, 13 incentive objects voluntarily give up subscribing for the restricted shares to be granted by the company due to personal reasons, and 2 incentive objects no longer meet the incentive object qualification of this incentive plan due to resignation, In accordance with the relevant provisions of the company’s phase II restricted stock incentive plan and the authorization of the company’s first extraordinary general meeting in 2022, the board of directors agreed to adjust the list and number of incentive objects granted for the first time in the incentive plan. The specific adjustment contents are as follows: the number of incentive objects granted for the first time in the incentive plan is adjusted from 146 to 131. The restricted stock shares generated by the resignation of the incentive object and the voluntary abandonment of subscription for personal reasons of the incentive object are distributed to other existing incentive objects. The number of restricted stock shares granted for the first time remains unchanged, still 9 million A-share common shares.
The reserved grant part is changed from 2.249 million shares to 2.2 million shares, and the total number of restricted shares granted under the incentive plan is adjusted from 11.249 million shares to 11.2 million shares.
After review, the board of supervisors believes that this adjustment complies with the provisions of relevant documents of the second phase of restricted stock incentive plan and does not harm the interests of shareholders of the company, and agrees to adjust the list and number of incentive objects of the second phase of restricted stock incentive plan.
For details, see the announcement on adjusting the list and number of incentive objects granted for the first time in the second phase of the restricted stock incentive plan disclosed at the same time with this announcement.
Voting results: 3 in favor, 0 against and 0 abstention.
9、 The proposal on granting restricted shares to the incentive objects of the second phase of restricted stock incentive plan for the first time was deliberated and adopted
After review, the board of supervisors of the company believes that:
1. In addition to the resignation of some personnel and voluntary waiver of subscription for restricted shares, the incentive objects to be granted restricted shares this time are consistent with the incentive objects specified in the second phase of restricted stock incentive plan (Draft) approved by the company’s first extraordinary general meeting in 2022.
2. The incentive objects to be granted restricted shares this time all have the qualifications specified in the company law, the securities law, the articles of association and other laws, regulations and normative documents, meet the conditions of incentive objects specified in the administrative measures and other documents, there is no situation that they are not allowed to become incentive objects specified in Article 8 of the administrative measures, and there are no independent directors Supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the listed company and their spouses, parents and children. The subject qualification of the incentive object granted restricted shares this time is legal and effective, and meets the conditions for granting restricted shares.
3. Neither the company nor the incentive objects granted this time are prohibited from implementing the equity incentive plan or granting restricted shares as stipulated in relevant laws and regulations, normative documents and this incentive plan. The conditions for the incentive objects to be granted restricted shares set in this incentive plan have been met.
4. The determination of the grant date of this incentive plan complies with the provisions on the grant date in the administrative measures and the incentive plan.
To sum up, the board of supervisors agreed to grant 9 million restricted shares to 131 eligible incentive objects at the price of 11.02 yuan / share on March 4, 2022 as the first grant date of the company’s phase II restricted stock incentive plan.
For details, see the announcement on granting restricted shares to the incentive objects of the phase II restricted stock incentive plan for the first time, which is disclosed at the same time with this announcement.
Voting results: 3 in favor, 0 against and 0 abstention.
It is hereby announced.
Bece Legend Group Co.Ltd(000803)
Board of supervisors
March 4, 2022
