Securities code: 300587 securities abbreviation: Zhejiang Tiantie Industry Co.Ltd(300587) Announcement No.: 2022-012 bond Code: 123046 bond abbreviation: Tiantie convertible bond
Zhejiang Tiantie Industry Co.Ltd(300587)
Announcement on resolutions of the 13th meeting of the 4th 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
1. The board of directors was convened by Chairman Mr. Xu Jiding. The meeting notice was delivered to all directors by telephone and on-site service on January 14, 2022. The meeting notice includes relevant materials of the meeting and lists the time, place, content and method of the meeting.
2. The meeting of the board of directors was held in the conference room on the fourth floor of the company on January 20, 2022, in the form of a combination of on-site meeting and communication meeting, and voting was carried out in a registered manner.
3. The board of directors should be attended by 7 people, and the actual number of people attending the meeting is 7.
4. The board of directors was presided over by Mr. Xu Jiding, chairman of the board of directors, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates.
5. The convening, convening and voting procedures of this meeting comply with the company law of the people's Republic of China and other laws and regulations and the relevant provisions of the articles of association.
2、 Deliberations of the board meeting
After voting by the directors present at the meeting, the following resolutions were considered and adopted:
1. The proposal on and its summary was deliberated and adopted
In order to further improve the corporate governance structure of the company, establish and improve the company's long-term incentive and restraint mechanism, attract and retain professional management talents and core technology (business) backbone, fully mobilize their enthusiasm and creativity, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, and effectively combine the interests of shareholders, the company and the core team, Enable all parties to pay common attention to the long-term development of the company and ensure the realization of the company's development strategy and business objectives. On the premise of fully protecting the interests of shareholders and in accordance with the principle of equal income and contribution, the remuneration and assessment committee of the board of directors of the company has formulated the Zhejiang Tiantie Industry Co.Ltd(300587) 2022 restricted stock incentive plan (Draft) and its summary in accordance with relevant laws and regulations, And confirm the list of incentive objects in the plan, and it is proposed to grant 4.5 million restricted shares to incentive objects.
The independent directors of the company gave their independent opinions on the proposal, the board of supervisors of the company gave their verification opinions on the proposal, Shanghai Junlan law firm issued a legal opinion on the proposal, and Shanghai Rongzheng Investment Consulting Co., Ltd. issued an independent financial advisory report on the proposal.
The Zhejiang Tiantie Industry Co.Ltd(300587) 2022 restricted stock incentive plan (Draft) and its summary, independent opinions, verification opinions of the board of supervisors, legal opinions and independent financial adviser's report are detailed in the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 3 affirmative votes, 0 negative votes, 0 abstention votes and 4 avoidance votes (Xu Jiding, Xu kongbin, Xu Yinbin and Niu Wenqiang avoided voting).
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2. The proposal on the management measures for the implementation and assessment of the restricted stock incentive plan in Zhejiang Tiantie Industry Co.Ltd(300587) 2022 was considered and adopted
In order to ensure the smooth implementation of the company's restricted stock incentive plan in 2022, 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, normative documents and the provisions of the Zhejiang Tiantie Industry Co.Ltd(300587) articles of association, and in combination with the actual situation of the company, The company hereby formulates the management measures for the implementation and assessment of Zhejiang Tiantie Industry Co.Ltd(300587) 2022 restricted stock incentive plan.
The administrative measures for the implementation and assessment of the restricted stock incentive plan in Zhejiang Tiantie Industry Co.Ltd(300587) 2022, for details, see the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 3 affirmative votes, 0 negative votes, 0 abstention votes and 4 avoidance votes (Xu Jiding, Xu kongbin, Xu Yinbin and Niu Wenqiang avoided voting).
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3. The proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2022 was deliberated and adopted
In order to efficiently and orderly complete the relevant matters of 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 for the implementation of the company's restricted stock incentive plan in 2022:
(1) Authorize the board of directors to determine the grant date of the restricted stock incentive plan;
(2) Authorize the board of directors to make corresponding adjustments to the number and 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, division or reduction of shares, allotment of shares, dividend distribution, etc;
(3) Authorize the board of directors to grant restricted shares to the incentive object and handle all matters necessary for the grant of restricted shares when the incentive object meets the conditions, including but not limited to submitting an application for grant to the stock exchange, applying to the registration and Clearing Company for relevant registration and clearing business, amending the articles of association, and handling the change registration of the company's registered capital;
(4) Authorize the board of directors to review and confirm the qualifications and conditions for lifting the restrictions on the sale of restricted shares granted to the incentive object, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
(5) Authorize the board of directors to decide whether the incentive object can lift the sales restriction;
(6) 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 relevant registration and settlement business, amending the articles of association and handling the registration of changes in the company's registered capital;
(7) Authorize the board of directors to handle the restricted stock sales that have not been lifted;
(8) Authorize the board of directors to manage and adjust the equity incentive plan of the company, including but not limited to the implementation of the equity incentive plan;
(9) Authorize the board of directors to sign, execute, modify and terminate any agreement related to the equity incentive plan and other relevant agreements;
(10) Authorize the board of directors to appoint banks, accountants, lawyers, financial advisers and other intermediaries for the implementation of the equity incentive plan;
(11) Authorize the board of directors to go through the formalities of examination and approval, registration, filing, approval and consent with relevant institutions on the equity incentive plan, including but not limited to the filing of changes to the articles of Association; Sign, execute, modify and complete the documents submitted to relevant institutions, organizations and individuals; And do all other necessary, appropriate or appropriate acts, things and matters related to the equity incentive plan;
(12) Authorize the board of directors to implement other necessary matters required by the equity incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents;
(13) The period of authorization to the board of directors by the above general meeting of shareholders is the period of validity of the equity incentive plan;
(14) Submit to the general meeting of shareholders of the company to authorize the board of directors to amend the corresponding provisions of the articles of association and handle the industrial and commercial registration of changes in the company's registered capital for the implementation of the restricted stock incentive plan; And do all other necessary, appropriate or appropriate actions related to the restricted stock incentive plan.
Voting results: 3 affirmative votes, 0 negative votes, 0 abstention votes and 4 avoidance votes (Xu Jiding, Xu kongbin, Xu Yinbin and Niu Wenqiang avoided voting).
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4. The proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company decided to hold the second extraordinary general meeting of shareholders in 2022 at 14:30 p.m. on Monday, February 14, 2022 in the conference room on the second floor of the company.
The notice on convening the second extraordinary general meeting of shareholders in 2022 is detailed in the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Zhejiang Tiantie Industry Co.Ltd(300587) resolution of the 13th meeting of the Fourth Board of directors.
It is hereby announced
Zhejiang Tiantie Industry Co.Ltd(300587) board of directors January 20, 2022
