Securities code: 000789 securities abbreviation: Jiangxi Wannianqing Cement Co.Ltd(000789) Announcement No.: 2022-03
Bond Code: 127017 bond abbreviation: Wanqing convertible bond
Jiangxi Wannianqing Cement Co.Ltd(000789)
Announcement on the resolution of the second interim meeting of the ninth 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、 Meetings of the board of directors
The notice of the second interim meeting of the ninth board of directors was sent by e-mail and the company's online office system on January 20, 2022, and the meeting was held by communication on January 25, 2021.
There were 9 directors who should attend the meeting and 9 actually attended the meeting. All supervisors and some senior executives attended the meeting as nonvoting delegates. The meeting was held in accordance with relevant laws, regulations, rules and the articles of association. 2、 Deliberations of the board meeting
After careful deliberation, the attending directors formed the following resolutions:
1. The proposal on the company's application for comprehensive credit and guarantee from the bank in 2022 was reviewed and approved. The meeting considered and approved the proposal on the company's application for comprehensive credit and guarantee from the bank in 2022. The independent directors of the company agreed to the proposal and expressed independent opinions. For details, please refer to China Securities Journal, securities times and http://www.cn.info.com.cn Announcement on the company's application for comprehensive credit and guarantee from the bank in 2022 (Announcement No.: 2022-05).
Voting result: 9 affirmative votes; Negative vote: 0; There were no abstentions.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2. The proposal on new commercial concrete project invested by Lushan Jiangxi Wannianqing Cement Co.Ltd(000789) new materials Co., Ltd. was reviewed and approved
The board of directors agreed that the company's subsidiary Lushan Jiangxi Wannianqing Cement Co.Ltd(000789) new materials Co., Ltd. will invest in the construction of two ready mixed (commercial) concrete production lines and one water stabilized material production line. After the completion of the project, the maximum annual output will be 800000 M ³ The production capacity of commercial concrete and 600000 tons of water stabilized materials, and the total investment of the project is expected to be 93.2346 million yuan. The estimated static total investment of the project is 93.2346 million yuan, of which the total investment in fixed assets is 77.2604 million yuan and the working capital is 15.9743 million yuan.
Voting result: 9 affirmative votes; Negative vote: 0; There were no abstentions.
3. The proposal on Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 stock option incentive plan (Draft) and its summary was reviewed and approved
The meeting deliberated and approved the proposal on Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 stock option incentive plan (Draft) and its summary, and the independent directors of the company agreed to the proposal and expressed independent opinions. For details, please refer to China Securities Journal, securities times and http://www.cn.info.com.cn The Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 stock option incentive plan (Draft) and the summary of Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 stock option incentive plan (Draft) disclosed on the.
Voting result: 9 affirmative votes; Negative vote: 0; There were no abstentions.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
4. The management measures for the implementation and assessment of Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 stock option incentive plan were reviewed and adopted
In order to ensure the smooth progress of Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 stock option incentive plan, further improve the corporate governance structure, form a good and balanced value distribution system, encourage the company's senior managers and key personnel to work honestly and diligently, ensure the steady improvement of the company's performance, and ensure the realization of the company's development strategy and business objectives, According to relevant national regulations and the actual situation of the company, the management measures for the implementation and assessment of Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 stock option incentive plan is hereby formulated. The independent directors of the company agree to the proposal and express independent opinions. For details, please refer to China Securities Journal, securities times and http://www.cn.info.com.cn Administrative measures for the assessment of the implementation of Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 stock option incentive plan disclosed on the.
Voting result: 9 affirmative votes; Negative vote: 0; There were no abstentions.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
5. The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2022 stock option incentive plan was deliberated and adopted
In order to implement the company's 2022 stock option incentive plan (hereinafter referred to as "the 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 incentive plan:
1、 Submit to the general meeting of shareholders of the company to authorize the board of directors to be responsible for the specific implementation of the incentive plan:
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 stock options and the number of underlying shares involved according to 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, stock subdivision or reduction, allotment, etc;
3. Authorize the board of directors to adjust the exercise price of stock options 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 authorize stock options to the incentive object when the incentive object meets the conditions and handle all matters necessary for the authorization of stock options, including signing the stock option grant agreement with the incentive object;
5. Authorize the board of directors to review and confirm the exercise qualification and exercise conditions of incentive objects, and agree that the board of directors authorize the remuneration and assessment committee to exercise this right;
6. Authorize the board of directors to decide whether the incentive objects can exercise their rights;
7. Authorize the board of directors to handle all matters necessary for the exercise of incentive objects, including but not limited to applying to the stock exchange for exercise, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association, applying to the government market supervision and Administration Bureau and other relevant supervision and management institutions / departments for the change registration of the company's registered capital, etc;
8. Authorize the board of directors to handle the exercise of stock options that have not been exercised;
9. Authorize the board of directors to handle the change and termination of the incentive plan according to the provisions of the company's incentive plan, including but not limited to canceling the exercise qualification of the incentive object, canceling the stock options of the incentive object that have not been exercised, handling the inheritance of the stock options of the deceased incentive object that have not been exercised, and terminating the company's incentive plan; 10. Authorize the board of directors to manage and adjust the company's 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. Authorize the board of directors to distribute and adjust the total amount of stock options among incentive objects according to the established methods and procedures.
12. Authorize the board of directors to implement other necessary matters required by the incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents.
2、 Submit to the general meeting of shareholders of the company to authorize the board of directors to go through the formalities of examination and approval, registration, filing, approval and consent with relevant government departments and regulatory authorities; Sign, execute, modify and complete the documents submitted to relevant government departments, institutions, organizations and individuals; And do all acts it deems necessary, appropriate or appropriate in connection with this incentive plan.
3、 The general meeting of shareholders is requested to authorize the board of directors to appoint financial advisers, receiving banks, accountants, lawyers, securities companies and other intermediaries for the implementation of the incentive plan.
4、 Submit to the general meeting of shareholders of the company for approval, and the period of authorization to the board of directors is consistent with the validity of the incentive plan. Except for the matters that need to be adopted by the board of directors as specified in laws, administrative regulations, rules, normative documents, this incentive plan or the articles of association, the above authorized matters can be directly exercised by the chairman of the board of directors or the appropriate person authorized by him on behalf of the board of directors.
Voting result: 9 affirmative votes; Negative vote: 0; There were no abstentions.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
6. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was reviewed and approved
The company plans to hold the first extraordinary general meeting of shareholders of the company in 2022 at 14:30 p.m. on February 24, 2022 in conference room 205 of the company. For details, please refer to the announcement in China Securities Journal, securities times and cninfo on the same day of this resolution（ hppt://www.cn.info.com.cn. ）Notice of Jiangxi Wannianqing Cement Co.Ltd(000789) on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-06) disclosed on the. Voting result: 9 affirmative votes; Negative vote: 0; There were no abstentions.
3、 Documents for future reference
1. The resolution of the board of directors signed by the attending directors;
2. Jiangxi Wannianqing Cement Co.Ltd(000789) opinions of independent directors on matters related to the second interim meeting of the ninth board of directors;
3. Other relevant documents required by Shenzhen Stock Exchange.
It is hereby announced.
Jiangxi Wannianqing Cement Co.Ltd(000789) board of directors
January 25, 2022
