Securities code: 002973 securities abbreviation: Qiaoyin City Management Co.Ltd(002973) Announcement No.: 2022-004 bond Code: 128138 bond abbreviation: Overseas Chinese bank convertible bond
Qiaoyin City Management Co.Ltd(002973)
Announcement of resolutions of the 40th meeting of the second 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 40th meeting of the second board of directors of Qiaoyin City Management Co.Ltd(002973) (hereinafter referred to as “the company”) was notified by e-mail on January 21, 2022, and the meeting was held by communication on January 24, 2022. The meeting was presided over by Mr. Liu Shaoyun, chairman of the board of directors. There were 7 directors who should attend the meeting, 7 directors who actually attended the meeting, and the company’s supervisors and senior managers attended the meeting as nonvoting delegates. The convening of the meeting was in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the company’s articles of association.
2、 Deliberations of the board meeting
The following proposals were considered and adopted at this meeting:
(I) deliberated and passed the proposal on hiring audit institutions in 2021
Independent directors have expressed their independent opinions on this proposal.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) Announcement on employing audit institutions in 2021 (Announcement No.: 2022-006).
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(II) the proposal on the 2022 stock option incentive plan (Draft) > and summary was reviewed and approved. The board of directors believed that the implementation of the equity incentive plan by the company is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents, and there is no situation that damages the interests of the company and all shareholders. The incentive objects to be granted in the incentive plan meet the conditions of incentive objects specified in relevant laws, regulations and normative documents.
The independent directors of the company expressed their independent opinions on the proposal.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day 2022 stock option incentive plan (Draft) and summary of 2022 stock option incentive plan (Draft). Ms. Huang Jinling and Ms. Zhou Danhua, affiliated directors, avoided voting on the proposal.
Voting results: 5 in favor, 0 against, 0 abstention and 2 avoidance.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(III) the proposal on the management measures for the evaluation of the 2022 stock option incentive plan was reviewed and approved. The board of directors believed that: in order to achieve the implementation purpose of the incentive plan, the company has formulated corresponding evaluation management measures, and the evaluation system is comprehensive, comprehensive and operable, which can play a good incentive and restraint effect on the incentive objects.
The independent directors of the company expressed their independent opinions on the proposal.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day Management measures for the assessment of stock option incentive plan in 2022.
Ms. Huang Jinling and Ms. Zhou Danhua, affiliated directors, avoided voting on the proposal.
Voting results: 5 in favor, 0 against, 0 abstention and 2 avoidance.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) deliberated and passed the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the 2022 stock option incentive plan
In order to implement the stock option incentive plan in 2022, the general meeting of shareholders is requested to authorize the board of directors to handle the following matters:
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 granted / exercised in accordance with the relevant provisions of the incentive plan when the company’s capital reserve is converted into share capital, stock dividends are distributed, shares are subdivided or reduced, and shares are allotted;
3. Authorize the board of directors to adjust the exercise price of stock options in accordance with the relevant provisions of the incentive plan when the company has the situation of converting capital reserve into share capital, distributing stock dividends, stock subdivision or reduction, allotment and dividend distribution;
4. Authorize the board of directors to grant stock options to the incentive object when meeting the relevant conditions, and handle all matters necessary for the grant of stock options, including but not limited to signing the stock option grant agreement with the incentive object; 5. Authorize the board of directors to review and confirm whether the exercise conditions of the incentive plan have been achieved and the actual number of stock options that can be exercised by the incentive object, and handle all matters necessary for the exercise of stock options;
6. Authorize the board of directors to be responsible for the management of the incentive plan, including but not limited to canceling the participation qualification of the incentive object. Accordingly, the stock options granted to the incentive object but not exercised shall be cancelled by the company;
7. Authorize the board of directors to be responsible for the adjustment of the incentive plan and adjust the supporting system of the incentive plan from time to time without violating the relevant provisions of the incentive plan. If relevant laws, regulations or 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;
8. Authorize the board of directors to handle other matters related to the implementation of the incentive plan, except for the rights clearly required to be exercised by the general meeting of shareholders;
9. In the above authorized matters, except for the matters that are clearly required to be adopted by the resolution of the board of directors, 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;
10. The period of authorization from the general meeting of shareholders to the board of directors is consistent with the validity of the incentive plan.
Ms. Huang Jinling and Ms. Zhou Danhua, affiliated directors, avoided voting on the proposal.
Voting results: 5 in favor, 0 against, 0 abstention and 2 avoidance.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal on convening the first extraordinary general meeting of shareholders in 2022
The company plans to hold the first extraordinary general meeting of shareholders in 2022 on February 16, 2022 to review relevant proposals.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-007).
Voting results: 7 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolutions of the 40th meeting of the second board of directors.
2. Independent opinions of independent directors on matters related to the 40th meeting of the second board of directors.
It is hereby announced.
Qiaoyin City Management Co.Ltd(002973) board of directors
January 26, 2022
