Securities code: Hpf Co.Ltd(300350) securities abbreviation: Hpf Co.Ltd(300350) announcement Code: (2022) No. 012 Hpf Co.Ltd(300350)
Announcement on the resolution of the 23rd 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.
Hpf Co.Ltd(300350) (hereinafter referred to as “the company”) held the 23rd Meeting of the 4th board of directors in the conference room of the company by means of communication voting on February 28, 2022. The convening of this meeting has been notified to all directors by e-mail on February 25, 2022. The meeting was held in an emergency. With the approval of all directors, it was agreed to exempt the company from the obligation to send the notice of the meeting to the directors 5 days before the meeting was held. There are 7 directors who should attend the meeting, and 7 actually attended the meeting, namely Mr. Zhang Jingyu, Mr. Xu Chuansheng, Mr. Zhang Guangming, Mr. Wen Fujun, Ms. Zheng Yanling, Mr. Sheng Baojun and Mr. Gong Kaisong. The meeting was held in accordance with the relevant provisions of the company law of the people’s Republic of China and the Hpf Co.Ltd(300350) articles of association. The following proposals were considered and passed:
1、 The proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary was deliberated 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 core team, effectively combine the interests of shareholders, the company and the personal interests of the core team, and enable all parties to jointly pay attention to and promote the long-term development of the company, on the premise of fully protecting the interests of shareholders, In accordance with the principle of equal incentives and constraints, the company, in accordance with relevant laws and administrative regulations such as 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 incentives of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange, the guide for self-discipline supervision of companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling According to the relevant provisions of the normative documents and the articles of association, the Hpf Co.Ltd(300350) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”) and its summary are formulated, and it is proposed to grant restricted shares to the incentive objects.
Mr. you Qingbin, the incentive object, is the spouse of Zhang Jingyu, the controlling shareholder / actual controller of the company. He is currently the company’s safety director, the head of the quality management department of the logistics business department and the deputy director of the general manager’s office. He is responsible for the internal and external audit of the quality system and the updating, improvement and tracking of standards, as well as the arrangement of the company’s administrative affairs and the handling of work safety affairs. The incentive plan takes Mr. you Qingbin as the incentive object, which is in line with the actual situation and future development needs of the company and the scope of the incentive object. Related directors Mr. Zhang Jingyu and Mr. Zhang Guangming avoided voting on the proposal.
The independent directors of the company expressed their independent opinions on this proposal. For details of the incentive plan (Draft) and its abstract and the independent opinions expressed by the independent directors, see the relevant announcement of the company published on cninfo.com, the gem information disclosure website designated by the CSRC on March 1, 2022.
Voting result: the meeting adopted it with 5 affirmative votes, 0 negative votes and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 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 company’s restricted stock incentive plan in 2022 (hereinafter referred to as “this incentive plan”) and the realization of the company’s development strategy and business objectives, 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 incentives of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guide No. 1 of GEM listed companies of Shenzhen Stock Exchange – Business handling and other relevant laws Regulations and normative documents, as well as the provisions of the articles of association and the incentive plan (Draft), and in combination with the actual situation of the company, the company has formulated the management measures for the implementation and assessment of the restricted stock incentive plan in 2022.
Related directors Mr. Zhang Jingyu and Mr. Zhang Guangming avoided voting on the proposal.
The independent directors of the company have expressed their independent opinions on this matter, and the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2022 and the independent opinions expressed by the independent directors are detailed in the relevant announcement of the company published on the gem information disclosure website cninfo.com designated by the CSRC on March 1, 2022.
Voting result: the meeting adopted it with 5 affirmative votes, 0 negative votes and 0 abstention.
This proposal still needs to 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 company’s restricted stock incentive plan in 2022 was deliberated and adopted
In order to implement the company’s restricted stock incentive plan in 2022, 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 company’s incentive plan on the premise of complying with relevant laws and regulations, including but not limited to:
1. 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 incentive plan: (1) authorize the board of directors to determine the qualifications and conditions of incentive objects to participate in the incentive plan and determine the grant date of the incentive plan;
(2) Authorize the board of directors to make corresponding adjustments to the number of restricted shares and the number of underlying shares involved in the incentive plan in accordance with the methods specified in this 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 granting price of restricted shares according to the methods specified in this incentive plan when the company has matters such as capital reserve converted into share capital, stock dividend distribution, stock subdivision or reduction, share allotment and dividend distribution;
(4) Authorize the board of directors to distribute or directly reduce the shares of restricted shares that employees give up to subscribe among incentive objects before the granting of restricted shares;
(5) 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;
(6) Authorize the board of directors to review and confirm the incentive object’s qualification for lifting the restriction on sales, attribution qualification, conditions for lifting the restriction on sales and attribution conditions, and agree that the board of directors authorize the remuneration and assessment committee to exercise this right; (7) Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be released from the restriction / ownership; (8) Authorize the board of directors to handle all matters necessary for the lifting of the sales restriction / ownership of incentive objects, including but not limited to applying to the stock exchange for the lifting of the sales restriction / ownership registration, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association, and applying to the industrial and commercial administration department for 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; (9) Authorize the board of directors to handle the lifting of the restriction / ownership of restricted shares that have not been lifted;
(10) Authorize the board of directors to handle relevant matters related to the change and termination of the incentive plan in accordance with the provisions of the incentive plan, including but not limited to canceling the incentive object’s qualification for lifting the restriction on sale / ownership, and repurchase, cancel / invalidate the restricted shares of the incentive object that have not been lifted, Handle the inheritance of restricted shares of deceased incentive objects that have not been released from the restriction on sale / ownership;
(11) Authorize the board of directors to sign, execute, modify and terminate any agreement related to this incentive plan and other relevant agreements;
(12) Authorize the board of directors to manage and adjust the incentive plan of the company, 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 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;
(13) Authorize the board of directors to implement other necessary matters required by this incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents.
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 on this 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 change registration of the company’s registered capital (including capital increase, capital reduction, etc.); 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 intermediary institutions such as receiving banks, accountants, lawyers and securities companies for the implementation of the incentive plan.
4. 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 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.
Related directors Mr. Zhang Jingyu and Mr. Zhang Guangming avoided voting on the proposal.
Voting result: the meeting adopted it with 5 affirmative votes, 0 negative votes and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The board of directors of the company proposes to hold the first extraordinary general meeting of shareholders in 2022 at 14:30 p.m. on Thursday, March 17, 2022 in conference room 4308, building T2, Shenye Shangcheng (South District), No. 5001, Huanggang Road, Lianhua village community, Huafu street, Futian District, Shenzhen.
For details of the notice on convening the first extraordinary general meeting of shareholders in 2022, see the relevant announcement of the company published on cninfo.com, the gem information disclosure website designated by the CSRC on March 1, 2022.
Voting results: the meeting was adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
It is hereby announced.
Hpf Co.Ltd(300350)
Board of directors
March 1, 2002
