Securities code: 003006 securities abbreviation: Chongqing Baiya Sanitary Products Co.Ltd(003006) Announcement No.: 2022-001
Chongqing Baiya Sanitary Products Co.Ltd(003006)
Announcement of resolutions of the fourth 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 without false records, misleading statements or major omissions.
1、 Convening of board meeting
The fourth meeting of the third board of directors of Chongqing Baiya Sanitary Products Co.Ltd(003006) (hereinafter referred to as “the company”) was held on January 14, 2022 in the conference room of Baiya (Zhejiang) Health Technology Co., Ltd., the holding subsidiary of the company, 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. There are 9 directors present at the meeting, including Mr. Xie Qiulin, Mr. Jin Ming, Mr. Peng Hailin, Ms. Hou Qian, Mr. Jiang Jihai and Ms. Yan Guowan. The meeting was convened and presided over by Mr. Feng Yonglin, chairman of the board of directors, and the supervisors and senior executives 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、 Deliberations of the board meeting
After careful deliberation by all directors, 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 cooperate with related parties Chongqing Jill Trading Co., Ltd. and Guizhou Heli supermarket procurement Co., Ltd
The company has daily related party transactions, which involve leasing assets, selling products and other businesses from related parties, and the total amount of related party transactions is expected to not exceed 21.3 million yuan.
The above transactions between the company and related parties are based on the daily production and operation needs of the company, which helps to provide better services for customers and realize the stable and sustainable development of the company. The transaction price of the above connected transactions shall be fairly and reasonably determined according to the agreed price or market conditions, and there is no behavior damaging the interests of the company and all shareholders. The board of directors agreed to this related party transaction.
The independent directors approved the proposal in advance and gave their independent opinions, and the sponsor Citic Securities Company Limited(600030) issued verification opinions on the expected matters of daily connected transactions in 2022.
For details, please refer to the company’s announcement on cninfo.com on January 15, 2022（ http://www.cn.info.com.cn. ）Disclosed announcement on the forecast of daily connected transactions in 2022 and Citic Securities Company Limited(600030) verification opinions on the forecast of daily connected transactions in Chongqing Baiya Sanitary Products Co.Ltd(003006) 2022.
This proposal involves related party transactions. The directors of the company, Mr. Feng Yonglin, Mr. Xie Qiulin and Mr. Jin Ming, abstained from voting, with 6 valid votes. Other directors vote on this proposal.
Voting results: 6 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
Whereas, the company’s 2021 stock option and restricted stock incentive plan (hereinafter referred to as “the incentive plan”)
In accordance with the administrative measures for equity incentive of listed companies, the board of directors of the company hereby Relevant provisions such as Chongqing Baiya Sanitary Products Co.Ltd(003006) 2021 stock option and restricted stock incentive plan (Draft) and the authorization of the company’s second extraordinary general meeting in 2021 adjust the list of incentive objects and the number of awards granted for the first time in this incentive plan. The number of incentive objects granted for the first time in the incentive plan was adjusted from 568 to 537, of which the number of incentive objects granted for the first time of stock options was adjusted from 476 to 454, and restricted shares were granted to incentive objects for the first time
The number was adjusted from 92 to 83. The total number of stock options to be granted under this incentive plan is 1.6898 million
Adjusted to 1.6312 million, of which the number of stock options granted for the first time was adjusted from 1.3518 million to 1.2932 million, and the number of stock options reserved remained unchanged; The total number of restricted shares to be granted in this incentive plan is adjusted from 3265600 shares to 3205600 shares, of which the number of restricted shares granted for the first time is adjusted from 2612500 shares to 2552500 shares, and the number of reserved restricted shares remains unchanged.
In addition to the above adjustments, the content of the incentive plan implemented this time is the same as that of the company’s second extraordinary shareholders’ meeting in 2021
The relevant contents of equity incentive reviewed and approved by the meeting are consistent.
The independent directors expressed their independent opinions on the proposal, and Beijing Tongshang (Shenzhen) law firm issued a legal opinion on the adjustment of the equity incentive plan.
For details, please refer to the company’s announcement on cninfo.com on January 15, 2022（ http://www.cn.info.com.cn. ）Disclosed announcement on adjusting the list and number of incentive objects first granted under the 2021 stock option and restricted stock incentive plan, list of incentive objects first granted under the Chongqing Baiya Sanitary Products Co.Ltd(003006) 2021 stock option and restricted stock incentive plan (after adjustment), notice of Beijing Tongshang (Shenzhen) law firm on Chongqing Baiya Sanitary Products Co.Ltd(003006) Legal opinion on the adjustment and initial grant of stock option and restricted stock incentive plan in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
3. Deliberated and approved the incentive plan for 2021 stock options and restricted stocks
Proposal on granting stock options and restricted shares for the first time
According to the measures for the administration of equity incentive of listed companies and Chongqing Baiya Sanitary Products Co.Ltd(003006) 2021
According to the relevant provisions of the stock option and restricted stock incentive plan (Draft) and the authorization of the company’s second extraordinary general meeting of shareholders in 2021 to the board of directors, the board of Directors believes that the grant conditions specified in the incentive plan have been met
Achievement, agreed to determine the first grant date as January 14, 2022, and pay to the company at the exercise price of 17.38 yuan / share
454 eligible incentive objects were granted 1293200 stock options at the price of 8.69 yuan / share
The 83 eligible incentive objects were granted 2552500 restricted shares.
The independent directors expressed their independent opinions on the proposal, and Beijing Tongshang (Shenzhen) law firm issued a legal opinion on the first grant of the equity incentive plan.
For details, please refer to the company’s announcement on cninfo.com on January 15, 2022（ http://www.cn.info.com.cn. ）The 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 and the legal opinion of Beijing Tongshang (Shenzhen) law firm on the adjustment and first grant of the Chongqing Baiya Sanitary Products Co.Ltd(003006) 2021 stock option and restricted stock incentive plan.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolutions of the fourth meeting of the third board of directors;
2. Prior approval opinions of independent directors on related party transactions;
3. Independent opinions of independent directors on matters related to the fourth meeting of the third board of directors;
4. Citic Securities Company Limited(600030) about Chongqing Baiya Sanitary Products Co.Ltd(003006) 2022
Verification opinions on daily related party transactions;
5. Legal opinion of Beijing Tongshang (Shenzhen) law firm on the adjustment and initial grant of stock option and restricted stock incentive plan in Chongqing Baiya Sanitary Products Co.Ltd(003006) 2021.
It is hereby announced.
Chongqing Baiya Sanitary Products Co.Ltd(003006)
Board of directors
January 15, 2022
