Securities code: Xiamen Wanli Stone Stock Co.Ltd(002785) securities abbreviation: Xiamen Wanli Stone Stock Co.Ltd(002785) Announcement No.: 2022020 Xiamen Wanli Stone Stock Co.Ltd(002785)
Announcement on the resolution of the 27th 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.
1、 Meetings of the board of directors
Xiamen Wanli Stone Stock Co.Ltd(002785) (hereinafter referred to as “the company”) the 27th meeting of the Fourth Board of directors was sent out by mail and communication on March 25, 2022, and was held in the conference room of the company on the 8th floor of Hongye Building, No. 201 North Hubin Road, Siming District, Xiamen on March 31, 2022. There were 6 directors who should vote at the meeting and 6 directors who actually voted. The meeting was presided over by the chairman, Mr. Hu Jingpei, and the company’s supervisors and senior managers attended the meeting as nonvoting delegates. The convening and convening of the meeting complied with the relevant provisions of the company law of the people’s Republic of China and the articles of association, and the resolutions made were legal and effective. After voting, the proposals considered and adopted at the meeting are as follows:
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the company’s 2022 stock option and restricted stock incentive plan (Draft) and its summary;
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s employees, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, effectively combine the interests of shareholders, the company and the core team, and make all parties pay common attention to the long-term development of the company, The board of directors drew up the stock option plan and the relevant laws and regulations of the board of directors in 2025.
For details of the summary announcement of Xiamen Wanli Stone Stock Co.Ltd(002785) 2022 stock option and restricted stock incentive plan (Draft), please refer to the securities times, China Securities Journal, Shanghai Securities News, securities daily and cninfo.com（ http://www.cn.info.com.cn. ）； For details of Xiamen Wanli Stone Stock Co.Ltd(002785) 2022 stock option and restricted stock incentive plan (Draft), please refer to cninfo.com.cn.
The independent directors of the company have expressed independent opinions on this matter. Please refer to cninfo.com for details
（ http://www.cn.info.com.cn. ）。
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and shall be approved by more than two-thirds of the effective voting rights held by the shareholders attending the general meeting of shareholders.
Ms. Zhu Zhuxiang, a related director, has avoided voting.
Voting results: 5 in favor, 0 against, 0 abstention and 1 avoidance.
(II) deliberated and passed the proposal on the management measures for the implementation and assessment of the company’s 2022 stock option and restricted stock incentive plan;
In order to ensure the smooth implementation of the company’s stock option and restricted stock incentive plan and the realization of the company’s development strategy and business objectives, according to the provisions of relevant laws and regulations such as the measures for the administration of equity incentive of listed companies and the stock listing rules of Shenzhen Stock Exchange and the actual situation of the company, The remuneration and assessment committee of the board of directors of the company has formulated the administrative measures for the assessment of the implementation of stock option and restricted stock incentive plan in Xiamen Wanli Stone Stock Co.Ltd(002785) 2022 in accordance with relevant laws and regulations.
Please refer to http://www.cninfo.com.cn for details of the measures for the administration of the implementation and evaluation of stock option and restricted stock incentive plan in Xiamen Wanli Stone Stock Co.Ltd(002785) 2022（ http://www.cn.info.com.cn. ）。
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and shall be approved by more than two-thirds of the effective voting rights held by the shareholders attending the general meeting of shareholders.
Ms. Zhu Zhuxiang, a related director, has avoided voting.
Voting results: 5 in favor, 0 against, 0 abstention and 1 avoidance.
(III) deliberated and passed the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive;
In order to ensure the smooth implementation of the company’s stock option and 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 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 of the incentive object to participate in the stock option and restricted stock incentive plan, and determine the authorization date of the stock option and the grant date of restricted stock;
(2) Authorize the board of directors to adjust the number of stock options and restricted stocks and the number of underlying stocks involved according to the methods specified in the stock option and restricted stock incentive plan when the company has matters such as the 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 exercise price of stock options and the grant price of restricted shares in accordance with the methods specified in the incentive plan when the company has matters such as the 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 share of stock options abandoned by employees to the reserved part or distribute and adjust among incentive objects before the grant of stock options and restricted shares; Directly reduce the shares of restricted shares that employees give up subscription or distribute and adjust among incentive objects;
(5) Authorize the board of directors to grant stock options and restricted stocks to the incentive objects when they meet the conditions, and handle all matters necessary for the grant of stock options and restricted stocks, including but not limited to applying to the stock exchange for grant, applying to the registration and Clearing Company for handling relevant registration and clearing business, amending the articles of association, handling the change registration of the company’s registered capital, etc;
(6) Authorize the board of directors to review and confirm the exercise / lifting of the restricted sales qualification and the exercise / lifting of the restricted sales conditions of the incentive object, 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 object can exercise the right / lift the sales restriction;
(8) Authorize the board of directors to handle all matters necessary for the exercise / lifting of restrictions on sales of incentive objects, including but not limited to applying to the stock exchange for exercise / lifting of restrictions on sales, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association and handling the registration of changes in the registered capital of the company;
(9) Authorize the board of directors to handle the exercise / restriction of stock options / restricted shares that have not been exercised / lifted;
(10) Authorize the board of directors to manage and adjust the company’s stock option and restricted stock incentive plan, including but not limited to the implementation of equity incentive plan;
(11) Authorize the board of directors to determine the incentive object, grant quantity, grant price / exercise price and grant date of the company’s reserved stock option and restricted stock incentive plan;
(12) The board of directors shall sign and terminate any equity plan, incentive agreement and other relevant agreements;
(13) Authorize the board of directors to manage and adjust the company’s stock option and 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 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 implement other necessary matters required by the stock option and 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 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. Request the general meeting of shareholders to authorize the board of directors to appoint intermediary institutions such as receiving banks, accountants, lawyers and securities companies for the implementation of the equity 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 equity 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 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.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and shall be approved by more than two-thirds of the effective voting rights held by the shareholders attending the general meeting of shareholders.
Ms. Zhu Zhuxiang, a related director, has avoided voting.
Voting results: 5 in favor, 0 against, 0 abstention and 1 avoidance.
3、 Documents for future reference
1. Resolutions of the board of directors signed and sealed by the directors attending the meeting;
2. Independent opinions of independent directors on matters related to the 27th meeting of the Fourth Board of directors;
3. Xiamen Wanli Stone Stock Co.Ltd(002785) 2022 stock option and restricted stock incentive plan (Draft). It is hereby announced.
Xiamen Wanli Stone Stock Co.Ltd(002785) board of directors April 1, 2022
