Stock Code: 600429 stock abbreviation: Beijing Sanyuan Foods Co.Ltd(600429) Announcement No.: 2022-002 Beijing Sanyuan Foods Co.Ltd(600429)
Announcement on resolutions of the 31st 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、 Convening of board meeting
Beijing Sanyuan Foods Co.Ltd(600429) (hereinafter referred to as “the company”) convened the 31st meeting of the seventh board of directors by means of communication on January 14, 2022, and the notice of this meeting was sent to all directors by telephone, fax and e-mail on January 11, 2022. The company has 9 directors and 8 participants. Mr. Zhao Guorong, the director, was unable to attend the meeting due to business, and entrusted Mr. Shang Lijian, the director, to attend the meeting and exercise voting rights on his behalf. The convening, convening and voting procedures of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the Beijing Sanyuan Foods Co.Ltd(600429) articles of association. 2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the company’s restricted stock incentive plan (Draft) in 2022 and its summary;
Agree to the Beijing Sanyuan Foods Co.Ltd(600429) 2022 restricted stock incentive plan (Draft) and its summary.
Mr. Yu Yongjie, chairman of the company, and Mr. Chen Lijun, director, are the incentive objects of the company’s restricted stock incentive plan. As related directors, they abstain from voting on this proposal.
Voting results: 7 in favor, 2 in avoidance, 0 against and 0 abstention.
(II) deliberated and passed the proposal on the company’s restricted stock grant scheme in 2022;
Agree to the Beijing Sanyuan Foods Co.Ltd(600429) 2022 restricted stock grant plan.
Mr. Yu Yongjie, chairman of the company, and Mr. Chen Lijun, director, are the incentive objects of the company’s restricted stock incentive plan. As related directors, they abstain from voting on this proposal.
Voting results: 7 in favor, 2 in avoidance, 0 against and 0 abstention.
(III) deliberated and passed the proposal on the company’s measures for the administration of restricted shares in 2022;
Agree to the measures for the administration of Beijing Sanyuan Foods Co.Ltd(600429) restricted shares in 2022.
Mr. Yu Yongjie, chairman of the company, and Mr. Chen Lijun, director, are the incentive objects of the company’s restricted stock incentive plan. As related directors, they abstain from voting on this proposal.
Voting results: 7 in favor, 2 in avoidance, 0 against and 0 abstention.
(IV) deliberated and passed the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan;
In order to implement the company’s restricted stock incentive plan, 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. 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 and grant price of restricted shares in accordance with the provisions of the Beijing Sanyuan Foods Co.Ltd(600429) restricted stock incentive plan (Draft) (hereinafter referred to as the “restricted stock incentive plan (Draft)”) deliberated and approved by the general meeting of shareholders when the company’s capital reserve is converted into share capital, stock dividends are distributed, shares are subdivided or reduced, shares are allotted, dividends are distributed, etc, Adjust the number and grant price of restricted shares according to the principles and methods specified in the restricted stock incentive plan (Draft);
3. 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;
4. Authorize the board of directors to review and confirm the granting qualification and the conditions for lifting the restrictions on sales of incentive objects, and handle all matters necessary for lifting the restrictions on sales of restricted shares for eligible incentive objects;
5. 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;
6. Authorize the board of directors to deal with the changes of incentive objects in accordance with the restricted stock incentive plan (Draft) and relevant regulations. In case of changes not specified in the restricted stock incentive plan (Draft), the remuneration and assessment committee of the board of directors shall determine and determine its handling method;
7. Authorize the board of directors to eliminate or replace the performance evaluation benchmarking enterprise sample of the current restricted stock incentive plan (Draft) according to the actual situation;
8. Authorize the board of directors to implement the restricted stock incentive plan (Draft), including but not limited to the amendment of the articles of association, the change registration of the company’s registered capital and other necessary matters, except the rights to be exercised by the general meeting of shareholders specified in relevant legal documents.
For the above authorized matters, except for those clearly specified in laws, regulations, normative documents, restricted stock incentive plan (Draft) or the then effective articles of association to be adopted by the resolution of the board of directors, other matters may be approved by the chairman of the board of directors or his authorized person Authorized internal organs of the company (including but not limited to the remuneration and assessment committee of the board of directors) directly exercise on behalf of the board of directors.
The validity period of the above authorization is consistent with the validity period of this incentive plan.
Mr. Yu Yongjie, chairman of the company, and Mr. Chen Lijun, director, are the incentive objects of the company’s restricted stock incentive plan. As related directors, they abstain from voting on this proposal.
Voting results: 7 in favor, 2 in avoidance, 0 against and 0 abstention.
The first to fourth proposals above shall be submitted to the general meeting of shareholders of the company for deliberation.
It is hereby announced.
Beijing Sanyuan Foods Co.Ltd(600429) board of directors January 15, 2022
