Securities code: 002895 securities abbreviation: Guizhou Chanhen Chemical Corporation(002895) Announcement No.: 2022-008
Convertible bond Code: 127043 convertible bond abbreviation: CHUANHENG convertible bond
Guizhou Chanhen Chemical Corporation(002895)
Announcement of resolutions of the 7th Meeting of the 3rd board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete
False records, misleading statements or material omissions.
1、 Meetings of the board of supervisors
Guizhou Chanhen Chemical Corporation(002895) (hereinafter referred to as “the company” and “the company”) (Securities abbreviation: Guizhou Chanhen Chemical Corporation(002895) , securities code: 002895) the notice of the seventh meeting of the third board of supervisors was sent by e-mail on January 7, 2022, and the meeting was held by means of communication meeting on January 13, 2022. There were 3 supervisors who should attend the meeting, 3 supervisors who actually attended the meeting, and all supervisors attended the meeting by means of communication voting. The meeting was convened and presided over by Mr. Chen Mingfu, and the Secretary of the board of directors attended the meeting as nonvoting delegates. The meeting of the board of supervisors was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
1. The proposal on the 2022 restricted stock incentive plan (Draft) and summary was reviewed and adopted
In order to further establish and improve the company’s long-term incentive and restraint mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s directors, senior managers, middle managers and technical (business) backbone, effectively combine the interests of shareholders, the company and the individual interests of the core team, and make all parties pay common attention to the long-term development of the company, In accordance with relevant laws and regulations, the company has formulated the restricted stock incentive plan for 2022 (Draft) and its abstract, and plans to grant restricted shares to 483 directors, senior executives, middle managers and technical (business) backbone. The number of restricted shares granted for the first time is 7.14 million, 1 million reserved rights and interests, and the grant price is RMB 12.48/share.
The supervisors present at the meeting expressed the following opinions: the contents of the equity incentive plan comply 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 and normative documents, as well as the articles of association. The implementation of this equity incentive plan will help to further improve the company’s governance structure, establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, enhance the company’s directors, senior managers, middle managers and technical (business) backbone’s sense of responsibility and mission for realizing the sustainable and healthy development of the company, and better mobilize the initiative and Enthusiasm and creativity, safeguard the interests of the company and shareholders, and achieve the development planning objectives of the company, without damaging the interests of the company and all shareholders. The decision-making and review procedures for this matter are legal and compliant, and the company is approved to implement the restricted stock incentive plan in 2022.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
The specific contents of the restricted stock incentive plan for 2022 (Draft) and its abstract are detailed in the relevant announcements disclosed in the information disclosure media at the same time as this announcement.
2. The proposal on the management measures for the implementation and assessment of the restricted stock incentive plan in 2022 was deliberated and adopted
In order to ensure the smooth progress of the company’s restricted stock incentive plan in 2022 and the realization of the company’s development strategy and business objectives, the company hereby formulates the company’s measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2022 in accordance with the provisions of relevant laws and regulations and the actual situation of the company. The specific contents of the measures are disclosed on cninfo.com at the same time as this announcement. The supervisors attending the meeting held that the company’s management measures for the implementation and assessment of the restricted stock incentive plan in 2022 aims to ensure the smooth implementation of the company’s equity incentive plan, ensure the standardized operation of the equity incentive plan, and comply with the provisions of the company law, securities law, management measures and other relevant laws, regulations and normative documents as well as the articles of association, It is conducive to the sustainable development of the company and does not damage the interests of the listed company and all shareholders.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3. The proposal on verifying the list of incentive objects first granted by the company’s restricted stock incentive plan in 2022 was reviewed and approved
After checking the list of incentive objects first granted by the company’s restricted stock incentive plan in 2022, the participating supervisors believe that the incentive objects are the company’s directors, senior managers, middle managers and technical (business) backbone, all of which have employment, employment or labor relations with the company. There are no independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
After verification, the incentive object does not have the following circumstances:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within 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 equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
The incentive objects of this 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 meet the scope of incentive objects specified in the company’s restricted stock incentive plan 2022 (draft) and its summary, As the incentive object of the company’s equity incentive plan, its subject qualification is legal and effective.
After the proposal is reviewed and approved by the board of supervisors, the company will publicize the names and positions of incentive objects through the company’s website for a period of not less than 10 days. After fully listening to the public opinions, the board of supervisors shall disclose the verification instructions of incentive objects 5 days before the shareholders’ meeting considers the equity incentive plan.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: adopted.
The list of incentive objects first granted under the restricted stock incentive plan in 2022 shall be disclosed on cninfo.com together with this announcement.
3、 Documents for future reference
1. Resolution of the 7th Meeting of the 3rd board of supervisors of the company.
It is hereby announced.
Guizhou Chanhen Chemical Corporation(002895)
Board of supervisors
January 14, 2021
