Securities code: 600490 securities abbreviation: Pengxin International Mining Co.Ltd(600490) Announcement No.: pro 2022-005 Pengxin International Mining Co.Ltd(600490)
Announcement on the resolutions of the 19th meeting of the seventh 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
The 19th meeting of the seventh board of directors of Pengxin International Mining Co.Ltd(600490) (hereinafter referred to as “the company”) was held by means of communication on Sunday, January 30, 2022. 9 directors should be present at the meeting, 9 directors actually present, and 9 valid votes, which is in line with the relevant provisions of the company law and the articles of association. The meeting was presided over by Chairman Wang Jinding. After careful deliberation by the directors attending the meeting, the following resolutions were deliberated and adopted in the form of written vote: first, the proposal on the company’s phase II employee stock ownership plan (Draft) and its summary was deliberated and adopted. In order to establish and improve the benefit sharing mechanism between workers and owners and further improve the level of corporate governance, Improve the cohesion of employees and the competitiveness of the company, promote the long-term, sustainable and healthy development of the company, and fully mobilize the sense of responsibility of employees of the company to the company. In accordance with the provisions of the company law, the securities law, the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies and other relevant laws, administrative regulations, rules, normative documents and the articles of association, Combined with the actual situation of the company, the company plans to implement the second phase of employee stock ownership plan and has formulated the second phase of employee stock ownership plan (Draft) and its summary.
See the second phase of employee stock ownership plan (Draft) and its abstract published on the same day for details.
When the board of directors considered the proposal, Mr. Wang Jinding, a related director, avoided voting.
Voting results: 8 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 The proposal on the company’s measures for the administration of phase II employee stock ownership plan was deliberated and adopted
In order to standardize the implementation of the second phase of the company’s employee stock ownership plan and ensure the effective implementation of the employee stock ownership plan, the company has formulated the management measures for the second phase of the company’s employee stock ownership plan in accordance with the company law, the securities law, the guiding opinions on the pilot implementation of the employee stock ownership plan by listed companies and other relevant laws, administrative regulations, rules and normative documents.
For details, please refer to the management measures for the second phase of employee stock ownership plan published on the same day.
When the board of directors considered the proposal, Mr. Wang Jinding, a related director, avoided voting.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3、 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the second phase of the company’s employee stock ownership plan was deliberated and adopted
In order to ensure the smooth progress of the second phase of the company’s employee stock ownership plan, the board of directors plans to submit to the general meeting of shareholders to authorize the board of directors to handle matters related to the employee stock ownership plan. The specific authorized matters are as follows:
(1) Authorize the board of directors to be responsible for formulating and revising the employee stock ownership plan;
(2) Authorize the board of directors to implement the employee stock ownership plan;
(3) Authorize the board of directors to handle the change and termination of the ESOP, including but not limited to the disqualification of the plan holder and early termination of the ESOP in accordance with the provisions of the ESOP;
(4) Authorize the board of directors to make a decision on the extension of the duration of the employee stock ownership plan;
(5) After the ESOP is reviewed and approved by the general meeting of shareholders, if there are changes in relevant laws, regulations and policies within the implementation period, the board of directors is authorized to make corresponding adjustments to the ESOP in accordance with the new laws, regulations and policies;
(6) Authorize the board of directors to handle all matters concerning the locking, unlocking and distribution of the shares transferred under the employee stock ownership plan;
(7) Authorize the board of directors to draft and sign the agreement documents related to the employee stock ownership plan;
(8) Authorize the board of directors to handle other necessary matters required by the employee stock ownership plan, except for the rights to be exercised by the general meeting of shareholders clearly stipulated in relevant laws, regulations, normative documents and the articles of association. The above authorization shall be valid from the date of approval by the general meeting of shareholders to the date of termination of the employee stock ownership plan. Except for the matters that need to be passed by the resolution of the board of directors as specified in laws, administrative regulations, rules of the CSRC, normative documents, the employee stock ownership plan or the articles of association, 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.
When the board of directors considered the proposal, Mr. Wang Jinding, a related director, avoided voting.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
Since the first to third proposals above need to be submitted to the general meeting of shareholders for deliberation, the company plans to submit them on February 23, 2022
At 14:00 on the 14th, the first extraordinary general meeting of shareholders in 2022 was held on the second floor of building 21, No. 1188 LIANHANG Road, Minhang District, Shanghai by on-site voting combined with online voting.
For details, see the notice on convening the first extraordinary general meeting of shareholders in 2022 published on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Pengxin International Mining Co.Ltd(600490) board of directors February 8, 2022
