Stock Code: Tonghua Grape Wine Co.Ltd(600365) stock abbreviation: Tonghua Grape Wine Co.Ltd(600365) No.: pro 2022022
Tonghua Grape Wine Co.Ltd(600365)
Announcement of resolutions of the 10th meeting of the 8th 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 Tonghua Grape Wine Co.Ltd(600365) (hereinafter referred to as “the company”) the 10th meeting of the 8th board of directors issued the notice of convening the meeting of the board of directors by fax and direct delivery on May 10, 2022, and was held by on-site and communication on May 20, 2022. The meeting should be attended by 7 directors and actually 7 directors. The meeting was presided over by Mr. Wang Jun, the chairman of the board, which was legal and effective in accordance with the relevant provisions of laws, regulations, rules and the articles of association.
After careful consideration by the directors attending the meeting, the following resolutions were adopted and formed by voting:
1、 The proposal on Tonghua Grape Wine Co.Ltd(600365) 2022 restricted stock incentive plan (Draft) and its summary was deliberated and adopted
The company expects to upgrade and transform in the future to realize the follow-up long-term steady development. In order to attract and retain professional management talents and business backbone, mobilize their enthusiasm and creativity, establish an incentive mechanism for the common development of employees and enterprises, improve the cohesion and competitiveness of the core team, and ensure the realization of the company’s strategic objectives. On the premise of fully protecting the interests of shareholders, the company agrees to the Tonghua Grape Wine Co.Ltd(600365) 2022 restricted stock incentive plan (Draft) and its summary in accordance with the principle of reciprocity between income and contribution, 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. See the website of Shanghai Stock Exchange on the same day for details（ http://www.sse.com.cn. ）Disclosed the Tonghua Grape Wine Co.Ltd(600365) 2022 restricted stock incentive plan (Draft) and its abstract, and the independent directors of the company expressed independent opinions on this proposal; The board of supervisors of the company issued verification opinions on this proposal. The lawyer gave legal opinions on the Tonghua Grape Wine Co.Ltd(600365) 2022 restricted stock incentive plan (Draft).
Directors Wang Jun, he Weimin and Chang bin are the incentive objects of this incentive plan, and they avoid voting on this proposal. Other non affiliated directors shall participate in the voting of this proposal.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Deliberated and passed the proposal on the measures for the administration of the implementation and assessment of the restricted stock incentive plan in Tonghua Grape Wine Co.Ltd(600365) 2022
In order to ensure the smooth implementation of the company’s restricted stock incentive plan in 2022, through the equity incentive mechanism, the salary income of the incentive object is combined with the company’s performance, so that the incentive object can work honestly and diligently, and its behavior is consistent with the company’s strategic objectives, so as to ensure the steady improvement of the company’s performance and the realization of the company’s development strategy and business objectives, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies and other laws, regulations and normative documents, as well as the provisions of the articles of Association Tonghua Grape Wine Co.Ltd(600365) 2022 restricted stock incentive plan (Draft), and in combination with the actual situation of the company, the company has formulated the measures for the administration of the implementation and assessment of Tonghua Grape Wine Co.Ltd(600365) 2022 restricted stock incentive plan.
See the website of Shanghai Stock Exchange on the same day for details（ http://www.sse.com.cn. ）The independent directors and the board of supervisors of the company have expressed their independent opinions on the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2022.
Directors Wang Jun, he Weimin and Chang bin are the incentive objects of this incentive plan, and they avoid voting on this proposal. Other non affiliated directors shall participate in the voting of this proposal.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3、 The proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the equity incentive plan was deliberated and adopted
In order to implement Tonghua Grape Wine Co.Ltd(600365) 2022 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 restricted stock equity incentive plan of the company:
(1) Authorize the board of directors to determine the grant date of the incentive plan;
(2) Authorize the board of directors to adjust the number of restricted shares in accordance with the methods specified in the incentive plan when the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the splitting or reduction of shares, and the allotment of shares;
(3) Authorize the board of directors to adjust the grant price and repurchase price according to the methods specified in the incentive plan when the company has matters such as capital reserve converted 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;
(5) Authorize the board of directors to review and confirm the incentive object’s qualification and 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 applying to the stock exchange for lifting the sales restriction, applying to the registration and settlement company for handling the relevant registration and settlement business, amending the articles of association and handling the change registration of the company’s registered capital;
(8) Authorize the board of directors to handle the locking of restricted shares that have not been lifted;
(9) Authorize the board of directors to implement 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, repurchase and cancel the restricted shares of the incentive object that have not been lifted, handle the compensation and inheritance of the restricted shares of the deceased incentive object that have not been lifted, and terminate the company’s incentive plan; (10) Authorize the board of directors to manage and adjust the 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) Sign, execute, modify and terminate any agreement related to the incentive plan;
(12) In order to implement the incentive plan, appoint intermediary institutions such as receiving banks, accountants and lawyers;
(13) Authorize the board of directors to implement other necessary matters required by the incentive plan, except for the powers to be exercised by the general meeting of shareholders specified in relevant documents;
(14) Go through the formalities of examination and approval, registration, filing, approval and consent with relevant governments and institutions for the incentive plan; Sign, execute, modify and complete the documents submitted to relevant government agencies, 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;
(15) The above authorization shall be valid from the date of approval by the general meeting of shareholders to the duration of relevant matters.
Except for the matters that need to be passed by the resolution of the board of directors as specified in laws, administrative regulations, rules of the CSRC, normative documents, this equity incentive plan or the articles of association, other matters can be directly exercised by the chairman of the board of directors or an appropriate person authorized by him on behalf of the board of directors.
Directors Wang Jun, he Weimin and Chang bin are the incentive objects of this incentive plan, and they avoid voting on this proposal. Other non affiliated directors shall participate in the voting of this proposal.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the company’s disclosure on China Securities News, Shanghai Securities News and the website of Shanghai Stock Exchange (www.sse. Com. CN.) on May 21, 2022 Lin Announcement No. 2022024.
Tonghua Grape Wine Co.Ltd(600365) board of directors may 21, 2022
