Securities code: Juneyao Grand Healthy Drinks Co.Ltd(605388) securities abbreviation: Juneyao Grand Healthy Drinks Co.Ltd(605388) Announcement No.: 2022005 Juneyao Grand Healthy Drinks Co.Ltd(605388)
Announcement of resolutions of the 15th meeting of the 4th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
Juneyao Grand Healthy Drinks Co.Ltd(605388) (hereinafter referred to as "the company") the 15th meeting of the 4th board of directors was held by means of communication in the conference room of the company on the morning of March 4, 2022. The notice of this meeting was sent to all directors of the company by e-mail on February 27, 2022. The meeting was presided over by Mr. Wang Junhao, chairman of the company. There are 9 directors who should attend the meeting and 9 directors who actually attend the meeting. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law, the articles of association and other relevant provisions.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on Juneyao Grand Healthy Drinks Co.Ltd(605388) 2022 stock option incentive plan (Draft) and its summary
In order to further establish and improve the company's long-term incentive mechanism, 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, and in combination with the actual situation of the company, The company has formulated the 2022 stock option incentive plan of Hubei junyaoda health drink Co., Ltd. (Draft) and its abstract.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Abstract announcement of 2022 stock option incentive plan (Draft) of Hubei junyaoda Health Beverage Co., Ltd. (Announcement No.: 2022007).
As director Zhu hangming is a participant in this equity incentive plan, he has avoided voting.
Voting results: 8 in favor, 0 against and 0 abstention.
The independent directors have expressed their independent opinions on the proposal, which must be submitted to the general meeting of shareholders for deliberation. (II) deliberated and passed the proposal on formulating the administrative measures for the implementation and assessment of stock option incentive plan in Juneyao Grand Healthy Drinks Co.Ltd(605388) 2022
In order to ensure the smooth progress of the company's stock option incentive plan in 2022, further improve the corporate governance structure, improve the medium and long-term incentive and restraint mechanism of the company, realize the incentive and restraint for the directors and middle and senior managers of the company (including holding subsidiaries), ensure the steady improvement of the company's performance and the realization of the company's development strategy and business objectives, The board of directors deliberated and approved the administrative measures for the implementation and assessment of Juneyao Grand Healthy Drinks Co.Ltd(605388) 2022 stock option incentive plan.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Administrative measures for the assessment of the implementation of stock option incentive plan in Juneyao Grand Healthy Drinks Co.Ltd(605388) 2022. As director Zhu hangming is a participant in this equity incentive plan, he has avoided voting.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(III) deliberated and passed the proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the 2022 stock option incentive plan
In order to implement the stock option incentive plan, 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 stock option incentive plan:
(I) request the general meeting of shareholders of the company to authorize the board of directors to be responsible for the specific implementation of the 2022 stock option incentive plan:
1. Authorize the board of directors to confirm the qualifications and conditions of incentive objects to participate in the incentive plan;
2. Authorize the board of directors to determine the grant date of the incentive plan, grant options to the incentive object when the incentive object meets the conditions, and handle all matters necessary for the grant of options;
3. Authorize the board of directors to adjust the number of stock options and the number of underlying shares involved according to 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, etc;
4. 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;
5. 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 but not limited to signing the stock option grant agreement with the incentive object, applying to the stock exchange for grant, applying to the registration and settlement company for handling relevant registration and settlement business, etc;
6. 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;
7. Authorize the board of directors to decide whether the incentive objects can exercise their rights;
8. Authorize the board of directors to handle all matters necessary for the exercise of incentive objects, including but not limited to amending the articles of association, applying to the stock exchange for exercise, applying to the registration and settlement company for relevant registration and settlement business, and handling the registration of changes in registered capital;
9. Authorize the board of directors to handle the exercise of stock options that have not been exercised;
10. Authorize the board of directors to decide on the change and termination of the stock option incentive plan, including but not limited to the cancellation of the exercise qualification of the incentive object, the cancellation of the shares of the incentive object that have not been exercised, the handling of the stock options of the deceased incentive object that have not been exercised, and the termination of the incentive plan;
11. On the basis of meeting the relevant requirements of the scope of incentive objects and grant conditions determined by the company's stock option incentive plan, authorize the board of directors to determine the incentive objects, grant quantity, exercise price and grant date of stock options reserved in the company's stock option incentive plan;
12. Authorize the board of directors to sign, execute, modify and terminate any agreement related to the equity incentive plan and other relevant agreements;
13. Authorize the board of directors to manage and adjust the company's stock option 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 this 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;
14. Authorize the board of directors to directly reduce or distribute and adjust the share of stock options waived by employees before the grant of stock options;
15. 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.
(II) request 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 this 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 acts it deems necessary, appropriate or appropriate in connection with this incentive plan.
(III) request the general meeting of shareholders to authorize the board of directors to appoint financial advisers, receiving banks, accountants, lawyers, securities companies and other intermediaries.
(IV) 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 this equity 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.
As director Zhu hangming is a participant in this equity incentive plan, he has avoided voting.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(V) the proposal on convening the company's first extraordinary general meeting in 2022 was reviewed and approved, and the company was agreed to hold the first extraordinary general meeting in 2022 in the company's conference room on March 21, 2022.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Notice of Juneyao Grand Healthy Drinks Co.Ltd(605388) on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022008).
Voting results: 9 in favor, 0 against and 0 abstention
It is hereby announced.
Juneyao Grand Healthy Drinks Co.Ltd(605388) board of directors March 5, 2022
