Securities code: 002895 securities abbreviation: Guizhou Chanhen Chemical Corporation(002895) Announcement No.: 2022-005 convertible bond Code: 127043 convertible bond abbreviation: CHUANHENG convertible bond
Guizhou Chanhen Chemical Corporation(002895)
Announcement on resolutions of the 12th meeting of the third board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete
False records, misleading statements or material omissions.
1、 Convening of board meeting
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 12th meeting of the third board of directors was sent by e-mail on January 7, 2022, and the meeting was held by on-site meeting combined with communication voting in the company’s conference room on January 13, 2022. There were 9 directors who should attend the meeting and 9 directors who actually attended the meeting, including Zhang Haibo, Duan Haoran, Peng Weiyang, Yan Kangping, Li shuanghai and Chen Zhenhua. The meeting was convened and presided over by Mr. Wu Haibin, chairman of the board of directors, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
(I) the proposal on the 2022 restricted stock incentive plan (Draft) and its summary was deliberated 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.
Voting: 4 in favor, 0 against, 0 abstention and 5 avoidance.
Voting result: adopted.
Directors Wu Haibin, Zhang Haibo, Wang Jiacai, Duan Haoran and he Yonghui are the incentive objects of this incentive plan and avoid voting on this proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
The independent opinions of independent directors on the incentive plan for restricted shares in 2022 are detailed in the independent opinions of independent directors on matters related to the 12th meeting of the third board of directors disclosed on cninfo.com at the same time as this announcement. 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.
(II) deliberated and passed the proposal on the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2022
In order to ensure the smooth progress of the company’s restricted stock incentive plan in 2022 and ensure the realization of the company’s development strategy and business objectives, the company hereby formulates the company’s measures for the assessment and management of the implementation of the restricted stock incentive plan in 2022 according to 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.
Voting: 4 in favor, 0 against, 0 abstention and 5 avoidance.
Voting result: adopted.
Directors Wu Haibin, Zhang Haibo, Wang Jiacai, Duan Haoran and he Yonghui are the incentive objects of this incentive plan and avoid voting on this proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(III) deliberated and passed the proposal to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive
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:
1. The general meeting of shareholders of the company is requested to authorize the board of directors to be responsible for the following matters for the specific implementation of the equity 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 number of underlying shares involved in the restricted stock incentive plan in accordance with the methods specified in the restricted stock 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, etc;
(3) Authorize the board of directors to adjust the granting price of restricted shares in accordance with the methods specified in the restricted stock 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 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 signing the equity incentive agreement with the incentive object;
(5) Authorize the board of directors to 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 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 submitting an application to the stock exchange for lifting the sales restriction, applying to the registration and Clearing Company for handling relevant registration and clearing business, amending the articles of association, and handling the filing registration of changes in the company’s registered capital and articles of Association;
(8) Authorize the board of directors to handle the restricted stock sales that have not been lifted;
(9) Authorize the board of directors to decide on 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, repurchase and cancel the restricted stock of the incentive object that has not been lifted, handle the inheritance of the restricted stock of the deceased (dead) incentive object that has not been lifted, and terminate the company’s restricted stock incentive plan;
(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 the 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 distribute and adjust the total amount of restricted shares among incentive objects;
(12) Authorize the board of directors to specify the reserved rights and interests granting objects and the number of rights and interests granted according to the conditions determined by the restricted stock incentive plan;
(13) Authorize the board of directors to implement other necessary matters required by the restricted stock incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents.
2. Submit to 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 equity 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.
3. The general meeting of shareholders is requested to authorize the board of directors to appoint intermediary institutions such as receiving banks, accountants, lawyers and securities companies for the implementation of the incentive plan.
4. The general meeting of shareholders of the company shall agree that the period of authorization to the board of directors shall be consistent with the validity of the equity incentive plan. The above authorized matters, except for those clearly specified in laws, administrative regulations, rules of the CSRC, normative documents, this equity incentive plan or the articles of association that need to be adopted by the board of directors, other matters can be directly exercised by the chairman or an appropriate person authorized by him on behalf of the board of directors.
Voting: 4 in favor, 0 against, 0 abstention and 5 avoidance.
Voting result: adopted.
Directors Wu Haibin, Zhang Haibo, Wang Jiacai, Duan Haoran and he Yonghui are the incentive objects of this incentive plan and avoid voting on this proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
According to the relevant provisions of the company law and the articles of association, the relevant proposals considered at the 11th meeting of the third board of directors and this meeting of the board of directors need to be submitted to the general meeting of shareholders of the company for deliberation. The board of Directors proposes to hold Guizhou Chanhen Chemical Corporation(002895) the first extraordinary general meeting of shareholders in 2022 at 15:00 on February 21, 2022.
Voting: 9 in favor, 0 against, 0 abstention and 0 avoidance.
Voting result: adopted.
For details, see the notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-006) disclosed in the information disclosure media at the same time as this announcement.
3、 Documents for future reference
(I) resolutions of the 12th meeting of the third board of directors of the company;
(II) independent opinions of independent directors on relevant matters of the 12th meeting of the third board of directors.
It is hereby announced.
Guizhou Chanhen Chemical Corporation(002895)
Board of directors
January 14, 2022
