Securities code: Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389) securities abbreviation: Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389) Announcement No.: pro 2022014 Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389)
Announcement of resolutions of the 16th meeting of the 8th 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 Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389) (hereinafter referred to as "the company") sent the notice of convening the 16th meeting of the 8th board of directors to all directors of the company by e-mail on April 1, 2022, and held it by means of communication voting on April 8, 2022. There are 9 directors who should participate in the voting and 9 directors who actually participate in the voting. The convening of the meeting complies with the relevant provisions of the company law and the articles of association. The directors present at the meeting deliberated each proposal item by item and formed the following resolutions through written voting:
1、 Deliberated and passed the proposal on foreign investment in the establishment of holding subsidiaries (see announcement Lin 2022016 of the company for details);
Voting results: 9 in favor, 0 against and 0 abstention
2、 The proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary (see the website of Shanghai stock exchange for details)
Mr. Xue Jian, chairman and Mr. Liu Weidong, director, are beneficiaries of the company's restricted stock incentive plan in 2022. They are affiliated directors and have avoided voting.
Voting results: 7 in favor, 0 against and 0 abstention
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
3、 The proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022 (see the website of Shanghai stock exchange for details)
Mr. Xue Jian, chairman and Mr. Liu Weidong, director, are beneficiaries of the company's restricted stock incentive plan in 2022. They are affiliated directors and have avoided voting.
Voting results: 7 in favor, 0 against and 0 abstention
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan was deliberated and adopted
In order to ensure the smooth implementation of 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 matters related to the restricted stock incentive plan, including but not limited to:
(I) request the general meeting of shareholders of the company to authorize the board of directors to be responsible for the following matters for the specific implementation of the restricted stock 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 shares and the repurchase amount of the underlying shares involved 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 so on;
3. Authorize the board of directors to adjust the grant price / repurchase price according to the method specified in the restricted stock incentive plan when the company has matters such as capital reserve converted into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
4. The board of directors is authorized to reduce the restricted shares not actually granted and not subscribed by the incentive objects directly or adjust and distribute them among the incentive objects if the incentive objects propose to resign, explicitly give up all or part of the restricted shares to be granted, and fail to pay the subscription amount of the restricted shares in full within the time limit specified by the company from the date of announcement of the incentive plan to the date of completion of the restricted stock registration of the incentive objects.
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, including but not limited to signing equity incentive related agreements with the incentive object, applying to the stock exchange and applying to the registration and settlement company for relevant registration and settlement business;
6. Authorize the board of directors to decide whether the incentive object can lift the sales restriction, review and confirm the incentive object's qualification for lifting the sales restriction and the conditions for lifting the sales restriction, and agree that the board of directors will delegate this right to the remuneration and assessment committee to exercise;
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 and applying to the registration and settlement company for handling relevant registration and settlement business;
8. Authorize the board of directors to handle the procedural procedures such as the change and termination of the restricted stock incentive plan, including but not limited to canceling the incentive object's qualification for lifting the restriction on sales, handling the repurchase and cancellation of the restricted stock of the incentive object that has not been lifted, handling the inheritance of the restricted stock of the deceased incentive object that has not been lifted, and terminating the company's restricted stock incentive plan;
9. Authorize the board of directors to handle the restricted stock sales that have not been lifted;
10. 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 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;
11. Authorize the board of directors to implement other necessary matters required by this restricted stock incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents.
(II) request 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 restricted stock incentive plan.
(III) request the general meeting of shareholders to authorize the board of directors to appoint financial advisers, receiving banks, accountants, lawyers, securities companies and other intermediaries for the implementation of the restricted stock incentive plan.
(IV) 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 restricted stock incentive plan.
Mr. Xue Jian, chairman and Mr. Liu Weidong, director, are beneficiaries of the company's restricted stock incentive plan in 2022. They are affiliated directors and have avoided voting.
Voting results: 7 in favor, 0 against and 0 abstention
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
The above proposals 2, 3 and 4 shall be submitted to the general meeting of shareholders of the company for deliberation, and the holding time of the general meeting of shareholders shall be notified separately. It is hereby announced.
Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389) board of directors
April 11, 2022
