Securities code: 002513 securities abbreviation: Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) Announcement No.: 2022-001 Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513)
Announcement on resolutions of the 8th meeting of the 6th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Convening of board meeting
The eighth meeting of the sixth board of directors of Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) (hereinafter referred to as "the company") was held by means of communication on December 31, 2021. The meeting was notified to all directors by e-mail on December 28, 2021. The meeting was presided over by Mr. Liu Zhi, chairman of the company. There were 7 directors who should attend the meeting, 7 actually attended the meeting, and supervisors and senior executives attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the provisions of the company law and the articles of association, and are legal and effective.
2、 Deliberations of the board meeting
(i) The proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary was deliberated and adopted
The board of Directors believes that the contents of this incentive plan comply with the provisions of 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. The implementation of this incentive plan will be conducive to the sustainable development of the company, and there will be no damage to the interests of the company and all shareholders.
Voting results: 7 in favor, 0 against and 0 abstention.
All independent directors of the company expressed their independent opinions on this proposal. For details, please refer to cninfo (www.cn. Info. Com.. CN.) published on the company's designated information disclosure website on January 1, 2022 Announcements on. This proposal shall be submitted to the general meeting of shareholders of the company for deliberation and approval, and shall be approved by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
（2） Consideration and adoption of the Convention on
<公司 2021 年限制性股票激励计划考核管理办法>
Proposal for
The board of Directors believes that the measures for the assessment and management of the company's restricted stock incentive plan in 2021 comply with the provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the management of equity incentive of listed companies and other relevant laws, regulations and normative documents and the actual situation of the company, which is conducive to the smooth implementation of the company's incentive plan, The realization of the company's development strategy and business objectives.
Voting results: 7 in favor, 0 against and 0 abstention.
All independent directors of the company expressed their independent opinions on this proposal. For details, please refer to cninfo (www.cn. Info. Com.. CN.) published on the company's designated information disclosure website on January 1, 2022 Announcements on.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation and approval, and shall be approved by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
（3） 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 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 in 2021:
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 grant date of the restricted stock incentive plan;
(2) Authorize the board of directors to adjust the number of restricted stock grants 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, 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 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, including but not limited to signing the restricted stock grant agreement with the incentive object;
(5) Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be lifted, review and confirm the incentive object's qualification for lifting the restriction and the conditions for lifting the restriction, and agree that the board of directors will authorize the remuneration and assessment committee of the board of directors to exercise this right;
(6) Authorize the board of directors to handle all matters necessary for the incentive object to lift the sales restriction, including but not limited to submitting an application for lifting the sales restriction to the stock exchange, applying to the registration and settlement company for handling relevant registration and settlement business, amending the articles of association, handling the registration of change of the company's registered capital, etc;
(7) Authorize the board of directors to handle relevant matters related to the change and termination of the restricted stock incentive plan according to the provisions of the company's restricted stock incentive plan, including but not limited to canceling the incentive object's qualification for lifting the restriction on sales, and dealing with the repurchase and cancellation of the restricted stock of the incentive object that has not been lifted;
(8) Authorize the board of directors to manage and adjust the company's restricted stock 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 restricted stock 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;
(9) 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 restricted stock 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.
3. The general meeting of shareholders is requested to authorize the board of directors to appoint independent financial advisers, receiving banks, accountants, lawyers and other intermediaries for the implementation of the restricted stock incentive plan.
4. The above authorization shall be valid from the date of approval by the general meeting of shareholders to the duration of relevant matters.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation and approval, and shall be approved by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
（4） The proposal on adjusting the payment time of the remaining equity transfer funds for the sale of Fangzhou pharmaceutical was deliberated and adopted. The voting results were: 6 in favor, 0 against and 1 abstention.
Yao Gang, an independent director, abstained from voting on this proposal for the following reasons: considering that the transaction is formed in history, it is impossible to understand the performance ability and guarantee level of the counterparty, and it is understood from the management that the adjustment scheme is the best choice at present, so he neither agrees nor opposes. He abstained. The management of the company is requested to take all measures to speed up the collection, To safeguard the interests of the company and shareholders.
Yuan Jian and Li Shaohua, independent directors of the company, expressed their independent opinions on this motion.
For details, please refer to cninfo (www.cn. Info. Com.. CN.) published on the company's designated information disclosure website on January 1, 2022 And relevant announcements in Shanghai Securities News, securities times and China Securities News.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
（5） The proposal on foreign investment by wholly-owned subsidiaries to establish joint venture subsidiaries was deliberated and adopted
Jiangsu Lanfeng New Material Co., Ltd. (hereinafter referred to as "Lanfeng new material"), a wholly-owned subsidiary of the company, intends to invest jointly with Chongqing Shenggan New Material Technology Co., Ltd. (hereinafter referred to as "Shenggan new material"), Jiangsu Lanfeng nylon Co., Ltd. (tentative name, subject to the approval of the industrial and commercial registration department, hereinafter referred to as the "joint venture") is established in Xinyi City, Jiangsu Province, and takes the joint venture as the platform to cooperate in the R & D, production and related business of high-temperature nylon. The registered capital of the joint venture is 50 million yuan, of which Lanfeng new material contributes 40 million yuan in currency or its own assets, accounting for 80% of the total investment in the joint venture; Shenggan new material invested RMB 10 million with patented technology and proprietary technology of high-temperature nylon production process, accounting for 20% of the investment in the joint venture.
Voting results: 6 in favor, 0 against and 1 abstention.
Ding Xiaobing, the director, abstained from voting on the proposal for the following reasons: he did not know much about the industrialization maturity of the project, and the other party's value appraisal report valued at 10 million yuan with technology investment was not provided, so he abstained from voting on the proposal.
For details, please refer to cninfo (www.cn. Info. Com.. CN.) published on the company's designated information disclosure website on January 1, 2022 And relevant announcements in Shanghai Securities News, securities times and China Securities News.
（6） The proposal on the appointment of deputy general manager of the company was deliberated and adopted
According to the provisions of the company law of the people's Republic of China and the articles of association, upon the nomination of the general manager of the company and the deliberation of the nomination committee of the company, the sixth board of directors of the company plans to appoint Mr. Liu Xianchun and Mr. Ren Qingde as the deputy general managers of the company, and the term of office is the same as that of the current board of directors. This proposal has been deliberated and approved by the nomination committee of the board of directors. (see attachment for resume)
Voting results: 7 in favor, 0 against and 0 abstention.
All independent directors of the company expressed their independent opinions on this proposal. For details, please refer to cninfo (www.cn. Info. Com.. CN.) published on the company's designated information disclosure website on January 1, 2022 And relevant announcements in Shanghai Securities News, securities times and China Securities News.
（7） The proposal on convening the first extraordinary general meeting of shareholders in 2022 was reviewed and adopted
Since some of the above proposals need to be approved by the general meeting of shareholders of the company, the company plans to hold the first extraordinary general meeting of shareholders in 2022 to consider relevant proposals by combining on-site voting and online voting on Tuesday, January 18, 2022.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to cninfo (www.cn. Info. Com.. CN.) published on the company's designated information disclosure website on January 1, 2022 And relevant announcements in Shanghai Securities News, securities times and China Securities News.
3、 Documents for future reference
1. Resolutions of the 8th meeting of the 6th board of directors of the company;
2. Independent opinions of independent directors on matters related to the eighth meeting of the sixth board of directors;
It is hereby announced.
Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) board of directors December 31, 2021 Annex: resume of senior management
1. Mr. Liu Xianchun's resume is as follows:
Mr. Liu Xianchun, male, born in 1980, Chinese nationality, member of the Communist Party of China, without overseas permanent residency, with a master's degree, has served as a member of Pinggu District Rural Work Committee, a chief member of Beijing Municipal Rural Work Committee of the Communist Party of China, and an assistant to the president and chief executive officer of Zhongyu capital management (Beijing) Co., Ltd. He is currently the Secretary of the Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) Party committee and intends to be the deputy general manager of the company.
Up to now, Mr. Liu Xianchun is not allowed to be nominated as a senior manager; In the past three years, he has not been punished by the CSRC and other relevant departments, disciplined by the stock exchange, banned from the market or publicly determined to be unfit for employment; There is no case filed for investigation by the judicial organ or suspected of violating laws and regulations by the CSRC; No affiliated relationship with shareholders holding more than 5% of the company's shares, other directors, supervisors and senior managers of the company; Not holding shares of the company; Is not a dishonest person; It is not the subject of liability for breach of faith; Qualifications meeting the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions of the exchange.
2. Mr. Ren Qingde's resume is as follows:
Ren Qingde, male, born in 1975, Chinese nationality, member of the Communist Party of China, without overseas permanent residency, with master's degree, has served as Shandong regional manager of Beijing chixun Technology Co., Ltd., procurement manager of Shandong lino Co., Ltd., general manager of Zaozhuang Branch of China Unicom Huasheng Communication Co., Ltd. and director of Shandong Branch of China Unicom Huasheng Communication Co., Ltd. To be the deputy general manager of the company.
Up to now, Mr. Ren Qingde is not allowed to be nominated as a senior manager; In the past three years, he has not been punished by the CSRC and other relevant departments, disciplined by the stock exchange, banned from the market or publicly determined to be unfit for employment; There is no case filed for investigation by the judicial organ or suspected of violating laws and regulations by the CSRC; No affiliated relationship with shareholders holding more than 5% of the company's shares, other directors, supervisors and senior managers of the company; Not holding shares of the company; Is not a dishonest person; It is not the subject of liability for breach of faith; Qualifications meeting the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other relevant provisions of the exchange.
