Securities code: 688131 securities abbreviation: Shanghai Haoyuan Chemexpress Co.Ltd(688131) Announcement No.: 2022-009 Shanghai Haoyuan Chemexpress Co.Ltd(688131)
Announcement on the resolution of the second meeting of the third 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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
1、 Meetings of the board of directors
Shanghai Haoyuan Chemexpress Co.Ltd(688131) (hereinafter referred to as "the company" or " Shanghai Haoyuan Chemexpress Co.Ltd(688131) ") held the second meeting of the third board of directors in the company's conference room on January 26, 2022 by combining on-site and communication. The notice of this meeting will be delivered by hand and sent by e-mail on January 24, 2022. The meeting was convened and presided over by Mr. Zheng Baofu, chairman of the company. There were 9 directors who should attend the meeting and 9 actually attended the meeting. The convening and convening of this meeting comply with the relevant provisions of the company law of the people's Republic of China and the Shanghai Haoyuan Chemexpress Co.Ltd(688131) articles of association, and the resolutions of the meeting are legal and effective.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary
In order to further establish and improve the company's long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company's employees, effectively combine the interests of shareholders, the company and the personal interests of the core team, and enable all parties to pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, in accordance with the principle of equal incentives and constraints, 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, the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the self regulatory guide for listed companies on the science and Innovation Board No. 4 - disclosure of equity incentive information and other relevant laws According to the regulations, normative documents and the articles of association of Shanghai Haoyuan Chemexpress Co.Ltd(688131) company (hereinafter referred to as the "articles of association"), the company has formulated the restricted stock incentive plan for 2022 (Draft) and its abstract, and plans to implement the restricted stock incentive plan to the incentive objects.
Independent directors have expressed their independent opinions on the above matters.
Voting result: 9 affirmative, accounting for 100% of all directors; 0 abstained and 0 objected.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 27, 2022 Disclosed Shanghai Haoyuan Chemexpress Co.Ltd(688131) 2022 restricted stock incentive plan (Draft) and Shanghai Haoyuan Chemexpress Co.Ltd(688131) 2022 restricted stock incentive plan (Draft) summary announcement (Announcement No.: 2022-011).
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022
In order to ensure the smooth progress of the company's restricted stock incentive plan in 2022 and the realization of the company's development strategy and business objectives, the measures for the administration of the implementation and assessment of the Shanghai Haoyuan Chemexpress Co.Ltd(688131) restricted stock incentive plan in 2022 are formulated in accordance with relevant laws and regulations, the provisions of the company's restricted stock incentive plan in 2022 (Draft) and the actual situation of the company.
Voting result: 9 affirmative, accounting for 100% of all directors; 0 abstained and 0 objected.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 27, 2022 And the management measures for the implementation and assessment of Shanghai Haoyuan Chemexpress Co.Ltd(688131) 2022 restricted stock incentive plan disclosed on the information disclosure media designated by the company.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(III) 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 restricted stock incentive plan
In order to implement the company's 2022 restricted stock incentive plan (hereinafter referred to as "the incentive plan"), the board of directors of the company submits to the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan, including but not limited to:
1. Submit to the general meeting of shareholders of the company to authorize the board of directors to be responsible for the following matters for the specific implementation of the equity incentive plan: (1) authorize the board of directors to determine the grant date of the restricted stock incentive plan;
(2) Authorize the board of directors to adjust the number of restricted shares granted / vested 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, stock subdivision or reduction, allotment, etc;
(3) Authorize the board of directors to adjust the granting / vesting price of restricted shares in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
(4) Authorize the board of directors to adjust the actual number of restricted shares granted according to the situation at the time of grant within the upper limit of the number of Restricted Shares specified in the incentive plan before granting restricted shares to the incentive object;
(5) Authorize the board of directors to grant restricted shares to the incentive object when the incentive object meets the conditions and handle all relevant matters, including signing the restricted stock grant agreement with the incentive object;
(6) Authorize the board of directors to review and confirm the attribution qualification and number of incentive objects, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
(7) Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be vested;
(8) Authorize the board of directors to handle all matters necessary for the ownership of restricted shares of incentive objects, including but not limited to applying to the stock exchange for ownership, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association and handling the change registration of the company's registered capital;
(9) Authorize the board of directors to handle the matters related to the change and termination of the restricted stock incentive plan in accordance with the provisions of the company's restricted stock incentive plan in 2022, including but not limited to the cancellation of the ownership qualification of the incentive object and the cancellation of the restricted stock to which the incentive object has not yet belonged, Handle the inheritance of restricted shares to which the deceased (dead) incentive object has not yet belonged;
(10) Authorize the board of directors to manage and adjust the company's restricted stock 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 this 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 implement other necessary matters required by the restricted stock 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 governments and institutions on this equity incentive plan; Sign, implement, modify and complete the documents submitted to relevant governments, institutions, 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.
3. The general meeting of shareholders is requested to authorize the board of directors to appoint qualified financial consultants, 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 this equity incentive plan.
Voting result: 9 affirmative, accounting for 100% of all directors; 0 abstained and 0 objected.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) the proposal on proposing to convene the third extraordinary general meeting of shareholders in 2022 was deliberated and adopted. The board of directors agreed to convene the third extraordinary general meeting of shareholders in 2022 on February 15, 2022. This general meeting of shareholders will be held by a combination of on-site voting and online voting.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 27, 2022 And the notice of Shanghai Haoyuan Chemexpress Co.Ltd(688131) on convening the third extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-012) disclosed on the designated information disclosure media of the company. Voting result: 9 affirmative, accounting for 100% of all directors; 0 abstained and 0 objected.
It is hereby announced.
Shanghai Haoyuan Chemexpress Co.Ltd(688131) board of directors January 27, 2022
