Securities code: 300557 securities abbreviation: Wuhan Ligong Guangke Co.Ltd(300557) Announcement No.: 2021-081 Wuhan Ligong Guangke Co.Ltd(300557)
Announcement on resolutions of the 13th meeting of the 7th 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、 Convening of board meeting
1. The notice of this meeting will be sent by e-mail on December 24, 2021.
2. The meeting of the board of directors was held at 2:00 p.m. on December 29, 2021 in conference room 1111, building 1 of the company, and voting was conducted by means of on-site and communication.
3. The meeting was attended by 11 directors and actually attended by 11 directors.
4. The meeting was convened and presided over by Mr. He Shuping, chairman of the board of directors, and the supervisors and senior executives of the company attended the meeting as nonvoting delegates.
5. The convening, convening and voting procedures of the board meeting comply with the company law, securities law and other laws and regulations and the articles of association, and are legal and effective.
2、 Deliberations of the board meeting
1. The proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary was deliberated and adopted
After review, the directors present at the meeting held that the company's restricted stock incentive plan for 2021 (Draft) and its abstract fully guaranteed the principle of shareholders' interests and equal income and contribution, and complied with relevant national laws, administrative regulations, normative documents and the articles of association It helps the company to further establish and improve the company's long-term incentive and restraint mechanism, attract and retain excellent talents, fully mobilize their enthusiasm, effectively combine the interests of shareholders, the company and the core team, make all parties pay common attention to the long-term development of the company, and ensure the realization of the company's development strategy and business objectives.
The independent directors of the company expressed their consent to this proposal. The company's restricted stock incentive plan for 2021 (Draft) and its abstract are detailed on cninfo.com.cn.
Related director Jiang Shan abstained from voting. There are 10 valid votes. 10 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for approval.
2. The proposal on the measures for the administration of the company's restricted stock incentive plan in 2021 was deliberated and adopted
After review, the directors attending the meeting believed that the company's measures for the administration of restricted stock incentive plan in 2021 complied with relevant laws, administrative regulations, normative documents, articles of association and other relevant provisions. It defines the management organization of the restricted stock incentive plan in 2021 and its responsibilities and authorities, implementation process, treatment of special circumstances, information disclosure, financial accounting and tax treatment, supervision and management, etc.
The independent directors of the company expressed their consent to this proposal. For details of the company's measures for the administration of restricted stock incentive plan in 2021, see http://www.cn.info.com.. CN.
Related director Jiang Shan abstained from voting. There are 10 valid votes. 10 in favor, 0 against and 0 abstention. This proposal shall be submitted to the general meeting of shareholders for approval.
3. The proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2021 was deliberated and adopted
After review, the directors attending the meeting believed that the company's measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2021 complied with relevant national regulations and the actual situation of the company, contributed to the smooth implementation of the company's restricted stock incentive plan in 2021, further improved the corporate governance structure of the company, formed a good and balanced value distribution system, and encouraged the company's 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.
The independent directors of the company expressed their consent to this proposal. See http://www.cn.info.com.cn for details of the company's management measures for the implementation and assessment of restricted stock incentive plan in 2021.
Related director Jiang Shan abstained from voting. There are 10 valid votes. 10 in favor, 0 against and 0 abstention. This proposal shall be submitted to the general meeting of shareholders for approval.
4. The proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2021 was deliberated and adopted
In order to ensure the smooth implementation of the current incentive plan, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle relevant matters of the current incentive plan, including but not limited to:
(1) Authorize the board of directors to adjust the number or grant 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;
(2) Authorize the board of directors to grant restricted shares to incentive objects when the company and incentive objects meet the conditions, and handle all matters necessary for granting restricted shares;
(3) Authorize the board of directors to confirm the qualifications and conditions of the incentive objects to participate in the incentive plan, determine the list of incentive objects and their grant quantity, and determine the grant price of the underlying shares;
(4) Authorize the board of directors to determine the grant date of the company's restricted stock incentive plan;
(5) Authorize the board of directors to review and confirm whether the company and incentive objects meet the conditions for lifting the restrictions on the sale of restricted shares, and handle all matters necessary for the lifting of the restrictions on the sale of incentive objects;
(6) Authorize the board of directors to handle all matters necessary for the repurchase and cancellation of restricted shares listed in the company's restricted stock incentive plan, including but not limited to the amendment of the articles of association and the change registration of the company's registered capital;
(7) Authorize the board of directors to adjust the repurchase quantity or repurchase price of restricted shares when the company's capital reserve is converted into share capital, stock dividends are distributed, shares are subdivided, shares are reduced, dividends are distributed, shares are allotted, etc; (8) Authorize the board of directors to deal with the restricted shares granted to the incentive object that have been or have not been lifted in case of resignation, retirement, death and other special circumstances according to the provisions of the company's restricted stock incentive plan;
(9) Authorize the board of directors to eliminate or replace the performance evaluation benchmarking enterprise sample of the company's restricted stock incentive plan according to the actual situation;
(10) If the company law, the securities law, the measures for the administration of equity incentive of listed companies, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China) and other laws, regulations, rules and normative documents are amended, the board of directors is authorized to adjust the relevant contents of the equity incentive plan according to such amendments; (11) Authorize the board of directors to implement other necessary matters required by the restricted stock incentive plan, except the rights to be exercised by the general meeting of shareholders specified in relevant legal documents.
The above authorized matters, except for those clearly specified in relevant laws, regulations, normative documents, articles of association and other documents to be adopted by the board of directors, other matters can be directly exercised by the chairman of the company or an appropriate person authorized by him on behalf of the board of directors of the company.
Related director Jiang Shan abstained from voting. There are 10 valid votes. 10 in favor, 0 against and 0 abstention. This proposal shall be submitted to the general meeting of shareholders for approval.
5. Deliberated and passed the proposal on the company's holding an extraordinary general meeting at a selected time
Since the incentive matters discussed at this meeting need to be filed and approved by relevant state-owned assets management institutions, they shall be submitted to the general meeting of shareholders of the company for deliberation. According to the review progress, the company will hold an extraordinary general meeting at a selected time to consider the above proposals related to the restricted stock incentive plan. The company will issue a notice on the convening of the extraordinary general meeting of shareholders in the form of announcement 15 days before the convening of the extraordinary general meeting of shareholders.
There were 11 valid votes. 11 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Wuhan Ligong Guangke Co.Ltd(300557) resolution of the 13th meeting of the seventh board of directors;
2. Wuhan Ligong Guangke Co.Ltd(300557) independent directors' independent opinions on relevant matters of the 13th meeting of the seventh board of directors.
It is hereby announced.
Wuhan Ligong Guangke Co.Ltd(300557) board of directors December 29, 2021
