Securities code: Hebei Hengshui Laobaigan Liquor Co.Ltd(600559) securities abbreviation: Hebei Hengshui Laobaigan Liquor Co.Ltd(600559) Announcement No.: 2022003 Hebei Hengshui Laobaigan Liquor Co.Ltd(600559)
Announcement of resolutions of the 9th meeting of the 7th 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
Hebei Hengshui Laobaigan Liquor Co.Ltd(600559) the 9th meeting of the 7th board of directors was held at 14:30 p.m. on April 16, 2022 in the conference room on the 13th floor of the company by means of on-site communication. Before the meeting, the company has sent the meeting notice and meeting materials in writing or email on April 10, 2022. The directors of the company have received the meeting notice and meeting materials and are aware of the deliberations of the meeting. There are 9 directors who should attend the meeting and 9 directors who actually attend the meeting. The convening of the meeting complies with the relevant provisions of the company law and the articles of association. The meeting was presided over by Mr. Liu Yanlong, chairman of the board of directors, and supervisors and senior managers attended the meeting as nonvoting delegates. After careful consideration, the attending directors passed the following resolutions:
(I) proposal on the 2022 restricted stock incentive plan (Draft) and its summary
In order to further improve the corporate governance structure and effectively combine the interests of shareholders, the interests of the company and the personal interests of employees, in accordance with the company law, the securities law, the measures for the administration of equity incentive of listed companies issued by the CSRC and the guidelines for the implementation of equity incentive by central enterprise holding listed companies, The company has formulated the Hebei Hengshui Laobaigan Liquor Co.Ltd(600559) 2022 restricted stock incentive plan (Draft) and its abstract (hereinafter referred to as the incentive plan), and plans to implement the company's 2022 restricted stock incentive plan.
For details, please refer to Hebei Hengshui Laobaigan Liquor Co.Ltd(600559) 2022 restricted stock incentive plan (Draft) and Hebei Hengshui Laobaigan Liquor Co.Ltd(600559) 2022 restricted stock incentive plan (Draft) summary announcement disclosed by the company on the same day of this announcement.
The directors, Mr. Liu Yanlong, Mr. Wang zhangang, Mr. Zhang Yuxing and Mr. Liu Yong, as the incentive objects of the incentive plan, are the affiliated directors of this proposal and avoid voting during the deliberation of this proposal. Voting results: 5 in favor, 0 against and 0 abstention.
(II) in order to ensure the smooth promotion and implementation of the restricted stock incentive plan, establish an incentive and restraint mechanism with the same responsibility, right and interest, and form a well-balanced salary evaluation system. On the premise of fully protecting the interests of shareholders, the proposal on the performance evaluation measures of the restricted stock incentive plan in 2022 is based on openness, fairness and impartiality, as well as the relative benefit and contribution, the performance, ability Based on the principle of close combination of attitude, the measures for performance evaluation of restricted stock incentive plan in 2022 has been formulated. For details, see the company's publication on Shanghai Stock Exchange http://www.sse.com on the same day com. cn. Measures for performance evaluation of Hebei Hengshui Laobaigan Liquor Co.Ltd(600559) 2022 restricted stock incentive plan on the website.
The directors, Mr. Liu Yanlong, Mr. Wang zhangang, Mr. Zhang Yuxing and Mr. Liu Yong, as the incentive objects of the incentive plan, are the affiliated directors of this proposal and avoid voting during the deliberation of this proposal. Voting results: 5 in favor, 0 against and 0 abstention.
(III) proposal on the measures for the administration of restricted stock incentive plan in 2022
In order to implement the relevant provisions of the 2022 restricted stock incentive plan (Draft), and clarify the management organization of the incentive plan and its responsibilities and authorities, implementation process, special situation treatment, information disclosure, financial accounting and tax treatment, supervision and management, the measures for the administration of the 2022 restricted stock incentive plan are formulated. For details, the company published it on Shanghai Stock Exchange on the same day at http://www.sse.com com. cn. Administrative measures for Hebei Hengshui Laobaigan Liquor Co.Ltd(600559) equity incentive on the website.
The directors, Mr. Liu Yanlong, Mr. Wang zhangang, Mr. Zhang Yuxing and Mr. Liu Yong, as the incentive objects of the incentive plan, are the affiliated directors of this proposal and avoid voting during the deliberation of this proposal. Voting results: 5 in favor, 0 against and 0 abstention.
(IV) proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan
1. Request the general meeting of shareholders of the company to authorize the board of directors to be responsible for the specific implementation of the incentive plan:
(1) Authorize the board of directors to issue no more than 17740000 A shares as restricted shares under the incentive plan;
(2) Authorize the board of directors to determine the grant date of the incentive plan.
(3) Authorize the board of directors to adjust the number and price of restricted shares according to the method specified in the incentive plan when the company has matters such as capital reserve converted into share capital, stock dividend distribution, stock subdivision or reduction, share 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 restriction, decide whether the incentive object can lift the restriction, and handle all matters necessary for the incentive object to lift the restriction.
(6) Authorize the board of directors to handle the change and termination of the incentive plan, including but not limited to canceling the incentive object's qualification for lifting the restriction on sales, repurchasing the restricted shares of the incentive object that have not been lifted, amending the articles of association, handling the change registration of the company's registered capital, etc. (7) Authorize the board of directors to manage and adjust the incentive plan in accordance with the incentive plan, including but not limited to the sample of benchmarking enterprises involved in the adjustment of the incentive plan.
(8) Authorize the board of directors to make resolutions or handle other necessary matters required for the implementation of the incentive plan, including but not limited to amending the articles of association, handling the change registration of the company's registered capital and so on.
2. 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 and approval with relevant governments and institutions on the incentive plan, sign, implement, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals, and do all acts it deems necessary, appropriate or appropriate related to the incentive plan.
3. Submit to the general meeting of shareholders of the company for approval, and the period authorized by the general meeting of shareholders to the board of directors is consistent with the validity period of the incentive plan.
In addition to the matters that need to be directly authorized by the chairman of the board of directors, the articles of association or other laws and regulations, other matters that need to be directly authorized by the board of directors or other regulations can be exercised by the appropriate authorized persons of the board of directors.
The directors, Mr. Liu Yanlong, Mr. Wang zhangang, Mr. Zhang Yuxing and Mr. Liu Yong, as the incentive objects of the incentive plan, are the affiliated directors of this proposal and avoid voting during the deliberation of this proposal. Voting results: 5 in favor, 0 against and 0 abstention.
The above (I) (II) (III) (IV) proposals need to be submitted to the general meeting of shareholders of the company for deliberation. The time of the general meeting of shareholders will be notified separately by the company.
It is hereby announced.
Hebei Hengshui Laobaigan Liquor Co.Ltd(600559) board of directors April 18, 2022
