Securities code: Xiamen Wanli Stone Stock Co.Ltd(002785) securities abbreviation: Xiamen Wanli Stone Stock Co.Ltd(002785) Announcement No.: 2022021 Xiamen Wanli Stone Stock Co.Ltd(002785)
Announcement of resolutions of the 22nd Meeting of the 4th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
Xiamen Wanli Stone Stock Co.Ltd(002785) (hereinafter referred to as "the company") the 22nd Meeting of the 4th board of supervisors was sent out by mail and communication on March 25, 2022, and was held in the company conference room on the 8th floor of Hongye Building, No. 201 North Hubin Road, Siming District, Xiamen City on March 31, 2022. There were 3 supervisors who should vote at the meeting and 3 supervisors who actually voted. The meeting was presided over by Ms. Wang Tianping, chairman of the board of supervisors, and the directors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of the meeting met the relevant provisions of the company law of the people's Republic of China (hereinafter referred to as "the company law") 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: II. Deliberation at the meeting of the board of supervisors
1. Deliberated and passed the proposal on the company's 2022 stock option and restricted stock incentive plan (Draft) and its summary;
After deliberation, the board of supervisors held that the contents of the Xiamen Wanli Stone Stock Co.Ltd(002785) 2022 stock option and restricted stock incentive plan (Draft) and its abstract comply with the provisions of the company law, the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents, fulfill the relevant legal procedures, and are conducive to the sustainable development of the company, There is no situation that damages the interests of the company and all shareholders.
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.
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.
Voting results: 3 in favor, 0 against, 0 abstention and 0 avoidance.
2. 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;
After deliberation, the board of supervisors held that the management measures for the implementation and assessment of the company's 2022 stock option and restricted stock incentive plan comply with the provisions of relevant laws and regulations and the actual situation of the company, which is conducive to further improving the corporate governance structure, forming a good and balanced value distribution system, establishing a benefit sharing and restraint mechanism between shareholders and employees of the company, and will not damage the interests of the company and all shareholders.
Please refer to http://www.cninfo.com.cn for details of the measures for the administration of the implementation and assessment of stock option and restricted stock incentive plan in Xiamen Wanli Stone Stock Co.Ltd(002785) 2022.
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.
Voting results: 3 in favor, 0 against, 0 abstention and 0 avoidance.
3. Deliberated and passed the proposal on verifying the list of some incentive objects first granted by the company's 2022 stock option and restricted stock incentive plan;
After deliberation, the board of supervisors held that:
(1) The incentive objects of the company's 2022 stock option and restricted stock incentive plan are directors, senior managers and personnel in core positions, all of whom are formal employees of the company. Among the aforesaid incentive objects, there are no independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
(2) After verification, the incentive object does not have the following circumstances:
1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
6) Other circumstances recognized by the CSRC.
(3) The incentive objects of the company's 2022 stock option and restricted stock incentive plan have the qualifications specified in the company law, securities law and other laws, regulations and normative documents, meet the incentive object conditions specified in the measures for the administration of equity incentive of listed companies and the scope of incentive objects specified in the company's 2022 stock option and restricted stock incentive plan (Draft) and its summary, Its subject qualification as the incentive object of the company's 2022 stock option and restricted stock incentive plan is legal and effective.
The company will publicize the names and positions of incentive objects within the company through the company's website or other channels before the general meeting of shareholders, and the publicity period shall not be less than 10 days. The board of supervisors will disclose the audit opinions on the incentive list and the explanation of its publicity five days before the shareholders' meeting considers the equity incentive.
Please refer to cninfo (www.cn. Info. Com. CN.) for details of the list of some incentive objects first granted under the Xiamen Wanli Stone Stock Co.Ltd(002785) 2022 stock option and restricted stock incentive plan. Voting results: 3 in favor, 0 against, 0 abstention and 0 avoidance.
3、 Documents for future reference
1. The resolution of the board of supervisors signed by the attending supervisors and stamped with the seal of the board of supervisors.
It is hereby announced.
Xiamen Wanli Stone Stock Co.Ltd(002785) board of supervisors April 1, 2022
