Securities code: 000589 securities abbreviation: Gui Zhou Tyre Co.Ltd(000589) Announcement No.: 2022-004 Gui Zhou Tyre Co.Ltd(000589)
Announcement of resolutions of the 30th meeting of the seventh 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.
Gui Zhou Tyre Co.Ltd(000589) (hereinafter referred to as “the company”), the notice of convening the 30th meeting of the seventh board of directors was sent to all directors by personal delivery and e-mail on January 19, 2022. The meeting was held in the conference room on the third floor of the company’s office building on the morning of January 24, 2022. There were 10 directors who should attend the meeting and 10 directors who actually attended the meeting (including directors Mr. Liu Xiandong and Mr. Shen Rui, independent directors Mr. Qin Guisheng, Ms. Bi Yan, Mr. Yang Dahe and Mr. Huang Yuegang). All supervisors and other senior managers attended the meeting as nonvoting delegates, which was in line with the provisions of the company law, relevant regulations and the articles of association. The meeting was presided over by Mr. Huang gege, chairman of the board of directors. The directors attending the meeting fully considered various proposals and formed the following resolutions:
1、 With 6 affirmative votes, 0 negative votes and 0 abstention, the proposal on the achievement of lifting the restrictions during the first lifting period of the restricted stock incentive plan in 2019 was deliberated and adopted (the directors, Mr. Huang gege, Mr. He Yuping, Mr. Xiong Chaoyang and Mr. Pu Xiaobo, as affiliated directors, avoided voting when deliberating the proposal). According to the relevant provisions of the company’s restricted stock incentive plan in 2019 and the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2019, the conditions for the lifting of the restrictions in the first lifting period of the company’s restricted stock incentive plan in 2019 have been achieved, and 444 incentive objects of the company meet the conditions for the lifting of the restrictions this time, The number of restricted shares that can be lifted is 7.352 million, accounting for 0.77% of the current total share capital of the company.
For details, please refer to the announcement on the achievement of lifting the restrictions during the first lifting period of the restricted stock incentive plan in 2019 disclosed by the company in the securities times, China Securities News, Shanghai Securities News and cninfo.
This proposal has been authorized by the fourth extraordinary general meeting of shareholders in 2019 and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
2、 The proposal on repurchasing and canceling some restricted stocks in the 2019 restricted stock incentive plan and adjusting the repurchase price was deliberated and adopted with 10 votes in favor, 0 against and 0 abstention.
According to the relevant provisions of the company’s restricted stock incentive plan in 2019 and the measures for the administration of the implementation and evaluation of the restricted stock incentive plan in 2019, the company assessed the personal performance of 444 incentive objects granted by the restricted stock incentive plan in 2020, of which 6 were assessed as good, and the proportion of sales restrictions that can be lifted in the current period is 90%; One person resigned during the assessment period and did not meet the incentive conditions, and the restricted shares granted to him shall be repurchased and cancelled by the company. In addition, after the expiration of the assessment in 2020, one person resigned and one person retired before the lifting of the sales restriction. The two persons have not met the incentive conditions, and the remaining restricted shares that have not been approved to lift the sales restriction shall not be lifted and shall be repurchased and cancelled by the company. Therefore, the company will buy back and cancel 79000 restricted shares of the above incentive objects that have been granted but have not been approved to lift the restriction and have not met the incentive conditions.
In view of the company’s equity distribution in 2019 (RMB 0.4 per 10 shares) and 2020 (RMB 1.5 per 10 shares) in July 2020 and June 2021 respectively, the repurchase price of restricted shares is adjusted to RMB 1.96/share.
For details, please refer to the announcement on repurchasing and canceling some restricted shares of the 2019 restricted stock incentive plan and adjusting the repurchase price disclosed by the company in the securities times, China Securities News, Shanghai Securities News and cninfo.
This proposal has been authorized by the fourth extraordinary general meeting of shareholders in 2019 and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
3、 The proposal on reducing registered capital and amending the articles of association was deliberated and adopted with 10 affirmative votes, 0 negative votes and 0 abstention.
The company’s restricted stock incentive plan in 2019 has achieved the conditions for lifting the restrictions in the first lifting period. The company plans to repurchase and cancel some incentive objects that have been granted but have not been approved to lift the restrictions and do not meet the incentive conditions. The remaining restricted shares that have not been lifted are 79000 shares, and the repurchase price is 1.96 yuan / share. After the repurchase and cancellation of the above restricted shares are completed, the total number of shares of the company will be changed from 956319462 shares to 956240462 shares, and the registered capital of the company will be reduced from 956319462 yuan to 956240462 yuan accordingly. The company plans to revise the articles of association accordingly according to the change. The specific revision comparison is as follows:
No. original articles of association articles of association articles of association after this amendment
Article 6 the registered capital of the company is nine hundred and fifty million yuan. Article 6 the registered capital of the company is nine hundred and fifty-six million three hundred and nineteen thousand four hundred and sixty-two yuan only. Six million two hundred and forty thousand four hundred and sixty two yuan only.
Article 19 the total number of shares of the company is 956319462 Article 19 the total number of shares of the company is 956240462 shares, all of which are ordinary shares. Shares, all ordinary shares.
In addition to the above revised provisions, other provisions of the articles of association remain unchanged, and the revised articles of association will come into force after the company completes the cancellation procedures of this restricted stock repurchase.
This proposal has been authorized by the fourth extraordinary general meeting of shareholders in 2019 and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
It is hereby announced.
Gui Zhou Tyre Co.Ltd(000589) board of directors
January 25, 2002
