Securities code: Jiangxi Hungpai New Material Co.Ltd(605366) securities abbreviation: Jiangxi Hungpai New Material Co.Ltd(605366) Announcement No.: 2022022 Jiangxi Hungpai New Material Co.Ltd(605366)
Announcement of resolutions of the 10th meeting of the second board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
Jiangxi Hungpai New Material Co.Ltd(605366) (hereinafter referred to as "the company") the 10th meeting of the second board of directors was held in the company's conference room on April 3, 2022 by means of on-site combined communication. The notice of this meeting will be sent by e-mail on March 31, 2022. There were 9 directors who should attend the meeting, and 9 directors actually attended the meeting. The meeting was presided over by Mr. Ji Jinshu, chairman of the company, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law of the people's Republic of China and the articles of association.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary
In order to further improve the corporate governance structure of the company, promote the company to establish and improve the incentive and restraint mechanism, constantly motivate, stabilize and attract middle-level managers, core technology (business) and other personnel, and effectively combine the interests of shareholders, the company and employees, the company has formulated the restricted stock incentive plan (Draft) of Jiangxi Hongbai New Material Co., Ltd. in 2022 in accordance with relevant laws and regulations.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day The 2022 restricted stock incentive plan (Draft) of Jiangxi Jiangxi Hungpai New Material Co.Ltd(605366) Materials Co., Ltd. and the summary of 2022 restricted stock incentive plan (Draft) of Jiangxi Jiangxi Hungpai New Material Co.Ltd(605366) Materials Co., Ltd. (Announcement No.: 2022024).
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting: 9 in favor, 0 against and 0 abstention; Voting result: adopted.
Independent directors have expressed their independent opinions on this proposal.
(II) deliberated and passed the proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022
In order to ensure the smooth implementation of the equity incentive plan, in accordance with the company law, the securities law, the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents, as well as the articles of association and the relevant provisions of the company's restricted stock incentive plan in 2022, and in combination with the actual situation of the company, the company hereby formulates the management measures for the implementation and assessment of the restricted stock incentive plan in 2022.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Administrative measures for the implementation and assessment of Jiangxi Hungpai New Material Co.Ltd(605366) 2022 restricted stock incentive plan. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting: 9 in favor, 0 against and 0 abstention; Voting result: adopted.
Independent directors have expressed their independent opinions on this proposal.
(III) deliberated and passed the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022
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 the following matters related to the company's restricted stock incentive plan in 2022, including but not limited to the following matters:
(1) Authorize the board of directors to determine the qualifications and conditions of the incentive object 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 in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the splitting or reduction of shares, and the allotment of shares;
(3) Authorize the board of directors to adjust the grant price accordingly according to the methods specified in the 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 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;
(5) Authorize the board of directors to review and confirm the incentive object's qualification and conditions for lifting the sales restriction, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
(6) Authorize the board of directors to decide whether the incentive object can lift the sales restriction;
(7) Authorize the board of directors to handle all matters necessary for the incentive object to lift the sales restriction, including but not limited to applying to the stock exchange for lifting the sales restriction, applying to the registration and settlement company for handling the relevant registration and settlement business, amending the articles of association and handling the change registration of the company's registered capital;
(8) Authorize the board of directors to handle the restricted stock sales that have not been lifted;
(9) Authorize the board of directors to implement the change and termination of the restricted stock incentive plan, including but not limited to the cancellation of the restricted stock of the incentive object, the repurchase and cancellation of the restricted stock of the incentive object that has not been lifted, the compensation and inheritance of the restricted stock of the deceased incentive object that has not been lifted, and the termination of the company's restricted stock incentive plan;
(10) 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 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, the board of directors shall obtain corresponding approval;
(11) Authorize the board of directors to sign, execute, modify and terminate any agreement related to the restricted stock incentive plan;
(12) In order to implement the restricted stock incentive plan, authorize the board of directors to appoint intermediary institutions such as receiving banks, accountants and lawyers;
(13) Authorize the board of directors to distribute and adjust the total amount of restricted shares among incentive objects according to the established methods and procedures;
(14) Authorize the board of directors to implement other necessary matters required by the restricted stock incentive plan, except the rights to be exercised by the general meeting of shareholders specified in relevant documents;
(15) Request the general meeting of shareholders 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 the restricted stock incentive plan; Sign, execute, modify and complete the documents submitted to relevant government agencies, organizations and individuals; Amend the articles of association and handle the registration of changes in the company's registered capital; And do all acts that it deems necessary, appropriate or appropriate in connection with this restricted stock incentive plan;
(16) The general meeting of shareholders of the company shall agree that the period of authorization to the board of directors shall be the validity period of this restricted stock incentive plan.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting: 9 in favor, 0 against and 0 abstention; Voting result: adopted.
(IV) deliberated and passed the proposal on the company's 2022 employee stock ownership plan (Draft) and its summary
In order to further improve the corporate governance structure of the company, promote the company to establish and improve the incentive and restraint mechanism, fully mobilize the enthusiasm of the company's directors (excluding independent directors), supervisors, senior managers and other core personnel, effectively combine the interests of shareholders, the company and employees, and promote the long-term, sustainable and healthy development of the company. In accordance with the company law, the securities law, the guiding opinions on the pilot implementation of the employee stock ownership plan by listed companies, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 - standardized operation and other relevant laws, administrative regulations and normative documents, as well as the relevant provisions of the articles of association, and in combination with the actual situation of the company, the company has formulated the employee stock ownership plan (Draft) and its summary for 2022.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day The Jiangxi Hungpai New Material Co.Ltd(605366) 2022 employee stock ownership plan (Draft) and the summary of Jiangxi Hungpai New Material Co.Ltd(605366) 2022 employee stock ownership plan (Draft).
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting: 7 in favor, 0 against and 0 abstention; Ji Jinshu and Lang Fengping, affiliated directors, avoided voting; Voting result: adopted.
Independent directors have expressed their independent opinions on this proposal.
(V) the proposal on the measures for the administration of the company's employee stock ownership plan in 2022 was reviewed and passed. In order to standardize the implementation of the company's employee stock ownership plan and ensure the effective implementation of the employee stock ownership plan, the company formulated the measures for the administration of the company's employee stock ownership plan in 2022 in accordance with the company law, securities law and other laws, regulations and normative documents and the requirements and provisions of the articles of association.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Management measures for employee stock ownership plan in Jiangxi Hungpai New Material Co.Ltd(605366) 2022.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting: 7 in favor, 0 against and 0 abstention; Ji Jinshu and Lang Fengping, affiliated directors, avoided voting; Voting result: adopted.
(VI) deliberated and passed the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the employee stock ownership plan in 2022
In order to implement the company's employee stock ownership 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 employee stock ownership plan, including but not limited to the following matters:
1. Authorize the board of directors to implement the employee stock ownership plan;
2. Authorize the board of directors to handle the change and termination of the employee stock ownership plan;
3. Authorize the board of directors to make a decision on the extension and early termination of the duration of the employee stock ownership plan; 4. Authorize the board of directors to explain the company's 2022 employee stock ownership plan (Draft);
5. Authorize the board of directors to make decisions on the refinancing matters such as participating in the company's share allotment during the duration of the employee stock ownership plan;
6. Authorize the board of directors to change the participants and determination criteria of the employee stock ownership plan;
7. Authorize the board of directors to decide and change the management mode and method of the employee stock ownership plan;
8. Authorize the board of directors to sign the contract and relevant agreement documents with the employee stock ownership plan;
9. If relevant laws, regulations and policies are adjusted, the board of directors shall be authorized to make adjustments to the members of the board of directors according to the adjustment
10. Authorize the board of directors to handle other necessary matters required by the employee stock ownership plan, except the rights to be exercised by the general meeting of shareholders specified in relevant documents.
The above authorization shall be valid from the date of adoption of the general meeting of shareholders to the date of completion of the implementation of the employee stock ownership plan.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting: 7 in favor, 0 against and 0 abstention; Ji Jinshu and Lang Fengping, affiliated directors, avoided voting; Voting result: adopted.
(VII) the proposal on holding the first extraordinary general meeting of shareholders in 2022 was reviewed and passed. The board of directors decided to hold the first extraordinary general meeting of shareholders in 2022 in the company's conference room on April 26, 2022.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Notice of Jiangxi Hungpai New Material Co.Ltd(605366) on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022027).
Voting: 9 in favor, 0 against and 0 abstention; Voting result: adopted.
It is hereby announced.
Jiangxi Hungpai New Material Co.Ltd(605366) board of directors April 6, 2022
