Securities code: 003006 securities abbreviation: Chongqing Baiya Sanitary Products Co.Ltd(003006) Announcement No.: 2022-002 Chongqing Baiya Sanitary Products Co.Ltd(003006)
Announcement of resolutions of the fourth meeting of the third board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
Chongqing Baiya Sanitary Products Co.Ltd(003006) (hereinafter referred to as "the company") the fourth meeting of the third board of supervisors was held on January 14, 2022 in the company's conference room by means of on-site combined communication. The meeting notice will be sent by telephone, e-mail and other electronic means on January 9, 2022. Five supervisors should be present at the meeting and five actually present, including Mr. Huang Haiping, the supervisor, who attended the meeting by means of communication. The meeting was convened and presided over by Ms. Chen Zhifang, chairman of the board of supervisors, and the Secretary of the board of directors of the company attended the meeting as nonvoting delegates. The convening and convening procedures of this meeting comply with the relevant provisions of the company law, the articles of association and other laws, regulations and rules.
2、 Deliberation at the meeting of the board of supervisors
After full discussion and careful deliberation by all supervisors, the following proposals were adopted:
1. The proposal on the prediction of daily connected transactions in 2022 was considered and adopted
In 2022, the company plans to have daily related party transactions with related parties Chongqing Jill Trading Co., Ltd. and Guizhou Heli supermarket procurement Co., Ltd., respectively involving the leasing of assets, sales of products and other businesses from related parties. It is estimated that the total amount of related party transactions will not exceed 21.3 million yuan.
After review, the board of supervisors believes that the decision-making procedures for the expected events of the company's daily connected transactions in 2022 comply with the provisions of relevant laws and regulations, the articles of association and the management system of connected transactions, and follow the principles of openness, fairness, impartiality and rationality. These connected transactions are required for the company's normal business, and the transaction pricing principle is fair and reasonable, There is no situation that damages the rights and interests of the company's shareholders, especially the minority shareholders.
For details, please refer to the company's announcement on cninfo.com on January 15, 2022（ http://www.cn.info.com.cn. ）Announcement on the forecast of daily connected transactions in 2022 disclosed.
Voting results: 5 in favor, 0 against and 0 abstention.
2. The proposal on adjusting the list and number of incentive objects granted for the first time under the 2021 stock option and restricted stock incentive plan was reviewed and approved
After review, the board of supervisors believes that the adjustment of the list of incentive objects and the number of incentives granted for the first time in the 2021 stock option and restricted stock incentive plan (hereinafter referred to as the "incentive plan") complies with the administrative measures for equity incentive of listed companies (hereinafter referred to as the "administrative measures") and other relevant laws and regulations The normative documents and the relevant provisions of the company's 2021 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan (Draft)") are conducive to the sustainable development of the company, do not harm the interests of the company and shareholders, and will not have a material impact on the company's financial status and operating results. The adjusted incentive objects are qualified The qualifications specified in the company law and other relevant laws and regulations, normative documents and the articles of association meet the conditions of incentive objects specified in the management measures and other relevant laws and regulations, normative documents and incentive plan (Draft), and their subject qualifications as incentive objects of this incentive plan are legal and effective, Agree to adjust the list and number of incentive objects granted for the first time in this incentive plan.
For details, please refer to the company's announcement on cninfo.com on January 15, 2022（ http://www.cn.info.com.cn. ）Announcement on adjusting the list and number of incentive objects granted for the first time under the 2021 stock option and restricted stock incentive plan.
Voting results: 5 in favor, 0 against and 0 abstention.
3. The proposal on granting stock options and restricted stocks to the incentive objects of the 2021 stock option and restricted stock incentive plan for the first time was reviewed and approved
Upon review, the board of supervisors believes that:
(1) The personnel listed in the list of incentive objects granted for the first time in this incentive plan have the qualifications specified in the company law, securities law and other laws, regulations and normative documents as well as the articles of association.
(2) The list of incentive objects granted by the company for the first time in this incentive plan does not have the following circumstances that are not allowed to become incentive objects as stipulated in Article 8 of the management measures:
① Circumstances in which the stock exchange has determined that the candidate is inappropriate within the last 12 months;
② In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
③ Administrative punishment or market entry prohibition measures imposed by the CSRC and its dispatched offices for major violations of laws and regulations in the last 12 months;
④ Having the circumstances stipulated in the company law that they are not allowed to serve as directors and senior managers of the company; It is prohibited to participate in the equity incentive of listed companies according to laws and regulations;
⑤ Other circumstances recognized by the CSRC.
(3) The incentive objects granted for the first time in the incentive plan comply with the scope of incentive objects specified in the administrative measures and other relevant laws and regulations, normative documents and the incentive plan (Draft), and their subject qualification as incentive objects in the incentive plan is legal and effective. The conditions for incentive objects to be granted stock options and restricted stocks have been met.
(4) The company is not prohibited to implement the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
The first grant date of the company's incentive plan is January 14, 2022. The determination of the grant date is in line with the relevant provisions on the grant date in the administrative measures and the incentive plan (Draft).
In conclusion, the board of supervisors of the company agreed to determine the first grant date as January 14, 2022, grant 1293200 stock options to 454 eligible incentive objects at the exercise price of RMB 17.38/share, and grant 2552500 restricted shares to 83 eligible incentive objects at the price of RMB 8.69/share.
For details, please refer to the company's announcement on cninfo.com on January 15, 2022（ http://www.cn.info.com.cn. ）Announcement on the first grant of stock options and restricted stocks to the incentive objects of the 2021 stock option and restricted stock incentive plan disclosed.
Voting results: 5 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolution of the 4th meeting of the 3rd board of supervisors.
It is hereby announced.
Chongqing Baiya Sanitary Products Co.Ltd(003006) board of supervisors January 15, 2022
