Securities code: 600337 securities abbreviation: Markor International Home Furnishings Co.Ltd(600337) No.: pro 2022-001 Markor International Home Furnishings Co.Ltd(600337)
Announcement on resolutions of the 9th 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. The ninth meeting of the eighth board of directors of Markor International Home Furnishings Co.Ltd(600337) (hereinafter referred to as the company) was held by means of communication on January 6, 2022, and the meeting notice was sent in writing on December 31, 2021. There are 8 directors and 8 directors attending the meeting. The meeting is held in accordance with the provisions of the company law and the articles of association. The directors present at the meeting unanimously adopted the following resolutions by means of communication voting:
1、 The plan on the company's 2022 stock option incentive plan (Draft) and its summary was reviewed and approved
In order to further improve the corporate governance structure, establish and improve the company's long-term incentive and restraint mechanism, attract and retain excellent talents, fully mobilize the enthusiasm and creativity of the company's directors, senior managers and core technical (business) personnel, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, and effectively The interests of the company and the core team are combined to make all parties pay common attention to the long-term development of the company and ensure the realization of the company's development strategy and business objectives. On the premise of fully protecting the interests of shareholders, in accordance with the principle of equal income and contribution, in accordance with the company law, the securities law, the measures for the administration of equity incentive of listed companies and other relevant laws and regulations According to the normative documents and the articles of association, the company has formulated the 2022 stock option incentive plan (Draft) and its abstract, and agreed to implement the 2022 stock option incentive plan.
Mu Li, Zhao Jing and Huang Xin, as the incentive objects of the stock option incentive plan, avoided voting, and the other five non affiliated Directors voted.
The plan needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval before implementation. The independent directors of the company have expressed their independent opinions on the plan.
Voting results: 5 in favor, 0 against and 0 abstention
For details of the abstract, please refer to the company's website (www.sse. Com. CN.) in Shanghai Securities Journal, securities times and Shanghai Stock Exchange The company's 2022 stock option incentive plan (Draft) summary announcement disclosed. See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for the full text of the draft.
In order to ensure the smooth implementation of the company's stock option incentive plan in 2022 and the realization of the company's development strategy and business objectives, in accordance with the provisions of the company law, the securities law, the measures for the administration of equity incentive of listed companies and other relevant laws, regulations, normative documents and the company's charter, and in combination with the actual situation of the company, Agree with the management measures for the implementation and assessment of 2022 stock option incentive plan formulated by the company.
Mu Li, Zhao Jing and Huang Xin, as the incentive objects of the stock option incentive plan, avoided voting, and the other five non affiliated Directors voted.
The plan needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation. The independent directors of the company have expressed their independent opinions on the plan.
Voting results: 5 in favor, 0 against and 0 abstention
For details, please refer to the company's website at Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed management measures for the implementation and assessment of the company's 2022 stock option incentive plan.
3、 The plan on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's equity incentive plan was reviewed and approved
In order to implement the company's stock option 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 stock option incentive plan:
(I) request the general meeting of shareholders of the company to authorize the board of directors to be responsible for the specific implementation of the stock option incentive plan:
1. Authorize the board of directors to determine the qualifications and conditions of the incentive object to participate in the stock option incentive plan, and determine the grant date of the stock option incentive plan;
2. Authorize the board of directors to make corresponding adjustments to the number of stock options and the number of underlying shares involved in the stock option incentive plan in accordance with the methods specified in the stock option incentive plan when the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, stock subdivision or reduction, and share allotment;
3. Authorize the board of directors to adjust the exercise price of stock options in accordance with the methods specified in the stock option 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 distribute, adjust or directly reduce the share of stock options that employees give up to subscribe among incentive objects before the grant of stock options;
5. Authorize the board of directors to grant stock options to the incentive objects when they meet the conditions and handle all matters necessary for the grant of stock options, including but not limited to submitting an application for grant to the stock exchange and applying to the registration and settlement company for handling relevant registration and settlement business;
6. Authorize the board of directors to review and confirm the exercise qualification and exercise conditions of incentive objects, and agree with the board of directors
7. Authorize the board of directors to decide whether the incentive object can exercise its rights;
8. Authorize the board of directors to handle all matters necessary for the exercise of incentive objects, including but not limited to applying to the stock exchange for exercise, applying to the registration and Clearing Company for relevant registration and clearing business, amending the articles of association and handling the registration of changes in the company's registered capital;
9. Authorize the board of directors to register the outstanding stock options;
10. Authorize the board of directors to decide on the change and termination of the stock option incentive plan, including but not limited to canceling the exercise qualification of the incentive object, canceling the stock options of the incentive object that have not been exercised, handling the compensation and inheritance of the stock options of the deceased incentive object that have not been exercised, and terminating the stock option incentive plan of the company;
11. Authorize the board of directors to sign, execute, modify and terminate any agreement related to the equity incentive plan and other relevant agreements;
12. Authorize the board of directors to manage and adjust the stock option incentive plan of the company, 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 the stock option 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;
13. Authorize the board of directors to implement other necessary matters required by the stock option incentive plan, except 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 for the stock option 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.
(III) request the general meeting of shareholders to authorize the board of directors to appoint receiving banks, accountants, lawyers, securities companies and other intermediaries for the implementation of the stock option 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 the stock option incentive plan.
Except for the matters that need to be adopted by the resolution of the board of directors as specified in laws, 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.
Mu Li, Zhao Jing and Huang Xin, as the incentive objects of the stock option incentive plan, avoided voting, and the other five non affiliated Directors voted.
The plan needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting results: 5 in favor, 0 against and 0 abstention
4、 The plan on the company's application for comprehensive bank credit line in 2022 was reviewed and approved
According to the capital requirements of the company's annual business objectives and business plans, the company plans to apply to relevant banks for comprehensive credit business in 2022 and handle relevant businesses within the bank's comprehensive credit line that do not exceed the total credit line (or foreign currency equivalent to this amount).
The bank credit line to be applied by the company in 2022 is as follows:
Unit: 10000 yuan currency: RMB
Bank credit line
Export Import Bank of China Xinjiang Uygur Autonomous Region Branch 120000
Industrial Bank Co.Ltd(601166) Urumqi Branch 45000
Bank Of China Limited(601988) Ganzhou branch 40000
China Merchants Bank Co.Ltd(600036) Urumqi Branch 30000
China Construction Bank Corporation(601939) Xinjiang Uygur Autonomous Region Branch 30000
Agricultural Development Bank of China Xinjiang Uygur Autonomous Region Branch
Agricultural Bank Of China Limited(601288) Urumqi Branch 20000
Bank Of Communications Co.Ltd(601328) Ganzhou branch 20000
Urumqi Branch 20000
China Citic Bank Corporation Limited(601998) Urumqi Branch 20000
China Minsheng Banking Corp.Ltd(600016) Urumqi Branch 20000
Ganzhou Bank Co., Ltd
Ping An Bank Co.Ltd(000001) Urumqi Branch 20000
Xinjiang Tianshan Rural Commercial Bank Co., Ltd
Hua Xia Bank Co.Limited(600015) Ganzhou branch 10000
Shanghai Pudong Development Bank Co.Ltd(600000) 10,000
China Postal Savings Bank Urumqi Branch 10000
Urumqi branch of China Everbright Bank Company Limited Co.Ltd(601818) Co., Ltd
Guangdong Development Bank Co., Ltd
Bank of Jiangxi Co., Ltd
Jiujiang Bank Co., Ltd
The above credit line is not equal to the actual financing amount of the company. The specific credit line shall be subject to the agreement signed between the company and relevant banks.
This plan shall be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation, and the resolution shall be valid from the date when the resolution is made at this general meeting to the date when the relevant proposal is considered and resolved at the next general meeting of shareholders.
Voting results: 8 in favor, 0 against and 0 abstention
5、 The plan on the guarantee plan between the company and its wholly-owned (holding) subsidiaries in 2022 was reviewed and approved
This plan shall be submitted to the second extraordinary general meeting of the company in 2022 for deliberation by special resolution. The validity of the resolution shall be from the date of making the resolution at this general meeting to the date of making the resolution at the next general meeting.
Voting results: 8 in favor, 0 against and 0 abstention
For details, please refer to the website of Shanghai Securities News, securities times and Shanghai Stock Exchange (www.sse. Com. CN) on the same day The company's 2022 annual guarantee plan announcement disclosed.
6、 The plan on the company's guarantee plan for the controlling shareholders in 2022 was reviewed and approved
Since this guarantee involves related party transactions between the company and the controlling shareholder Meike Investment Group Co., Ltd. (hereinafter referred to as Meike group), the related directors Kou Weiping and mark Feng avoided voting on this plan. This plan shall be submitted to the second extraordinary general meeting of the company in 2022. When the affiliated shareholder MEC group withdraws from voting, it shall be considered by special resolution. The validity of the resolution shall be from the date of making the resolution at this general meeting to the date of making the resolution at the next general meeting.
Voting results: 6 in favor, 0 against and 0 abstention
See details in Shanghai Securities News, securities times and Shanghai Securities Exchange on the same day
