Securities code: 301037 securities abbreviation: Shanghai Baolijia Chemical Co.Ltd(301037) Announcement No.: 2021-044 Shanghai Baolijia Chemical Co.Ltd(301037)
Announcement of resolutions of the fourth meeting of the third 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、 Meetings held
The fourth meeting of the third board of directors of Shanghai Baolijia Chemical Co.Ltd(301037) (hereinafter referred to as “the company”) was held at 15:00 p.m. on December 30, 2021 in the company conference room on the 23rd floor of China enterprise United building, No. 399 Baixiu Road, Nanqiao Town, Fengxian District, Shanghai by means of on-site combined communication. The notice of this meeting will be sent to all directors by mail, telephone, written, etc. on December 29, 2021. The meeting was presided over by Mr. Yang Wenyu, chairman of the board of directors. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting. Among them, independent directors Liu Shuguo, Gong Xuanlong and Li Degang attended and voted by means of communication. The company’s supervisors and the Secretary of the board of directors attended the meeting as nonvoting delegates. The meeting was convened and held in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other laws, regulations, normative documents and the relevant provisions of the Shanghai Baolijia Chemical Co.Ltd(301037) articles of Association (hereinafter referred to as the “articles of association”), and the meeting was legal and effective. 2、 Deliberations of the meeting
The following proposals were considered and passed by the voting of the directors present: (I) the proposal on
< Shanghai Baolijia Chemical Co.Ltd(301037) 2021 年限制性股票激励计划（草案）>
And its abstract
In order to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain the directors, senior managers, middle managers and core technicians of the company (including subsidiaries), fully mobilize their enthusiasm and creativity, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, and effectively The interests of the company and the core team are combined to 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. On the premise of fully protecting the interests of shareholders, according to the principle of equal income and contribution, In accordance with the company law, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guide for business handling of GEM listed companies No. 5 – equity incentive and other relevant laws, administrative regulations, normative documents and the articles of association, The company has formulated the restricted stock incentive plan for Shanghai Baolijia Chemical Co.Ltd(301037) 2021 (Draft) and its abstract. It plans to grant a total of 1802000 restricted shares to incentive objects, including 1346000 restricted shares of class I, including 1222700 shares for the first time and 123300 shares reserved for grant; The second category of restricted shares is 456000 shares, of which 364800 shares are granted for the first time and 91200 shares are reserved for grant.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com..cn. ）The Shanghai Baolijia Chemical Co.Ltd(301037) 2021 restricted stock incentive plan (Draft) and its abstract. Yang Huijing, a related director, is the proposed incentive object and has avoided voting. Directors Yang Wenyu and Yang Meiqin, as their related parties, have avoided voting.
Voting results: 4 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the proposal.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. （2） Consideration and adoption of the Convention on
< Shanghai Baolijia Chemical Co.Ltd(301037) 2021 年限制性股票激励计划实施考核管理办法>
Proposal for
In order to ensure the smooth implementation of the company’s restricted stock incentive plan in 2021 and ensure the realization of the company’s development strategy and business objectives, in accordance with relevant laws and regulations such as the measures for the administration of equity incentive of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guide for business handling of GEM listed companies No. 5 – equity incentive According to the provisions of the regulatory rules and the actual situation of the company, the company has formulated the management measures for the implementation and assessment of Shanghai Baolijia Chemical Co.Ltd(301037) 2021 restricted stock incentive plan.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com..cn. ）Administrative measures for the implementation and assessment of Shanghai Baolijia Chemical Co.Ltd(301037) 2021 restricted stock incentive plan. Yang Huijing, a related director, is the proposed incentive object and has avoided voting. Directors Yang Wenyu and Yang Meiqin, as their related parties, have avoided voting.
Voting results: 4 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the proposal.
This proposal 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 equity incentive plan was deliberated and adopted
In order to implement 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:
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 equity incentive plan: (1) authorize the board of directors to determine the qualifications and conditions for the incentive objects to participate in the restricted stock incentive plan and determine the grant date of the 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 granting price of restricted shares 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 and dividend distribution;
(4) Authorize the board of directors to directly reduce or adjust the shares of restricted shares that employees have waived to the reserved part before the grant 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 handling the change registration of the company’s registered capital;
(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 determine the incentive object, grant quantity, grant price and grant date of restricted shares reserved in the company’s equity incentive plan;
(11) Authorize the board of directors to sign, execute, modify and terminate any agreement related to the equity incentive plan and other relevant agreements;
(12) 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 amendments to be approved by the general meeting of shareholders or 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 the restricted stock 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 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 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. The general meeting of shareholders of the company shall agree that the period of authorization to the board of directors shall be consistent with the validity of the 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 equity 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.
Yang Huijing, a related director, is the proposed incentive object and has avoided voting. Directors Yang Wenyu and Yang Meiqin, as their related parties, have avoided voting.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
（4） Deliberated and adopted the proposal on developing futures hedging business
In order to actively cope with the impact of sharp fluctuations in the prices of styrene, methanol and polyolefin on the procurement cost of raw materials, reduce the procurement risk of the company, improve the overall risk resistance of the company and enhance financial stability. The board of directors agrees that the company and its subsidiaries conduct hedging business of styrene, methanol, polyolefin and other commodity futures within the maximum margin investment amount of no more than 60 million yuan, and the validity period of the above limit is within 12 months after it is deliberated and approved by the general meeting of shareholders.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com..cn. ）Announcement on carrying out futures hedging business.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the proposal.
The recommendation institution Guotai Junan Securities Co.Ltd(601211) issued a clearly agreed verification opinion.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. （5） Consideration and adoption of the draft
< Shanghai Baolijia Chemical Co.Ltd(301037) 金融衍生品交易业务管理制度>
Proposal for
In order to give full play to the hedging function, standardize the company’s financial derivatives trading business, and effectively control and prevent the risks of carrying out financial derivatives trading business, the board of directors agreed to formulate the Shanghai Baolijia Chemical Co.Ltd(301037) financial derivatives trading business management system.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com..cn. ）The Shanghai Baolijia Chemical Co.Ltd(301037) financial derivatives trading business management system.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. （6） The proposal on the feasibility analysis report on developing futures hedging business was deliberated and adopted
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com..cn. ）Feasibility analysis report on developing futures hedging business.
Voting results: 7 in favor, 0 against and 0 abstention.
（7） The proposal on convening the company’s first extraordinary general meeting in 2022 was deliberated and adopted. The company plans to hold the first extraordinary general meeting in 2022 at 15:00 on January 17, 2022. This general meeting will be held by combining on-site voting and online voting.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com..cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022.
Voting results: 7 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolutions of the fourth meeting of the third board of directors;
2. Independent opinions of independent directors on matters related to the fourth meeting of the third board of directors;
3. Guotai Junan Securities Co.Ltd(601211) verification opinions on Shanghai Baolijia Chemical Co.Ltd(301037) carrying out futures hedging business.
It is hereby announced.
Shanghai Baolijia Chemical Co.Ltd(301037) board of directors December 31, 2021
