Securities code: 300586 securities abbreviation: Malion New Materials Co.Ltd(300586) Announcement No.: 2022-025 bond Code: 123057 bond abbreviation: Meilian convertible bonds
Malion New Materials Co.Ltd(300586)
Announcement on resolutions of the 6th meeting of the 4th 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
Malion New Materials Co.Ltd(300586) (hereinafter referred to as “the company”) held the sixth meeting of the Fourth Board of directors by on-site voting in the conference room of the company at No. 1 Meilian Road, Shantou on February 8, 2022. The notice of the meeting was sent to all directors by mail on January 28, 2022. There are 7 directors who should attend the meeting, and 7 actually attended the meeting.
The meeting was presided over by Mr. Huang Weishan, chairman of the board, and supervisors and senior managers attended the meeting as nonvoting delegates. The convening and voting procedures of this meeting comply with the company law of the people’s Republic of China and other laws and regulations as well as the relevant provisions of the articles of association, and are legal and effective.
2、 Deliberations of the board meeting
The meeting was voted by open ballot in writing. The deliberation and voting of the proposal are as follows:
(I) deliberated and passed the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary
In order to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain key personnel, fully mobilize the enthusiasm and creativity of the company’s core team, effectively improve the team cohesion and core competitiveness of the enterprise, effectively combine the interests of the company, shareholders and core team, and make all parties pay common attention to the long-term development of the company, Ensure the realization of the company’s development strategy and business objectives. On the premise of fully protecting the interests of shareholders, the company has formulated the restricted stock incentive plan for Malion New Materials Co.Ltd(300586) 2022 (Draft) and its summary in accordance with the principle of reciprocity between income and contribution, the company law, the securities law, the measures for the administration of equity incentive of listed companies and other relevant laws and regulations, normative documents and the articles of association.
See the announcement issued by the company on the gem information disclosure website designated by the CSRC for the above plan and the independent opinions of the independent directors on this matter.
Voting results: 4 in favor, 0 against and 0 abstention.
When the board of directors considered the proposal, the related directors Huang Weishan, Yi Dongsheng and Duan Wenyong avoided voting.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
(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 implementation of the restricted stock incentive plan in 2022, in accordance with the company law, the securities law, the measures for the administration of equity incentive of listed companies and other laws and regulations, as well as the provisions of the articles of association and the restricted stock incentive plan in 2022 (draft), and in combination with the actual situation, The company has formulated the management measures for the implementation and assessment of the restricted stock incentive plan in 2022.
See the announcement issued by the company on the gem information disclosure website designated by the CSRC for details of the administrative measures for the implementation and assessment of the restricted stock incentive plan in 2022 and the independent opinions of the independent directors on this matter. Voting results: 4 in favor, 0 against and 0 abstention.
When the board of directors considered the proposal, the related directors Huang Weishan, Yi Dongsheng and Duan Wenyong avoided voting.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
(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 2022
In order to implement the company’s restricted stock incentive plan in 2022 (hereinafter referred to as “restricted stock incentive plan” or “incentive plan”), the board of directors of the company plans to submit to the general meeting of shareholders to authorize the board of directors to handle the following matters related to the company’s restricted stock incentive plan:
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 make corresponding adjustments to the number of restricted shares and the number of underlying shares involved in the restricted stock incentive plan 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, etc;
(3) Authorize the board of directors to adjust the granting 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 grant restricted shares to the incentive object when the incentive object meets the conditions and handle all matters necessary for the grant of restricted shares, including signing the restricted stock grant agreement with the incentive object;
(5) Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be vested, review and confirm the vesting qualification and number of incentive objects, and agree that the board of directors will grant this right to the remuneration and assessment committee to exercise;
(6) Authorize the board of directors to handle all matters relating to the ownership of restricted shares of incentive objects, including but not limited to applying to Shenzhen stock exchange for ownership, applying to the registration and Clearing Company for relevant registration and clearing business, amending the articles of association and handling the change registration of the company’s registered capital;
(7) Authorize the board of directors to handle the change, termination and other related matters of the incentive plan according to the provisions of the company’s restricted stock incentive plan, including but not limited to canceling the ownership qualification of the incentive object and canceling the cancellation of the restricted stock that has not been owned by the incentive object;
(8) Authorize the board of directors to manage and adjust the company’s restricted stock 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 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;
(9) 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 government departments and regulatory authorities on the equity incentive plan; Sign, execute, modify and complete the documents submitted to relevant government departments, regulatory agencies, 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 intermediary institutions such as receiving banks, accountants, lawyers and securities companies 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 incentive 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, 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 results: 4 in favor, 0 against and 0 abstention.
When the board of directors considered the proposal, the related directors Huang Weishan, Yi Dongsheng and Duan Wenyong avoided voting.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
(IV) deliberated and passed the proposal on the guarantee and related party transaction of controlling shareholders and actual controllers applying for credit line from financial institutions for the company and its subsidiaries
The announcement on the guarantee and related party transaction provided by the controlling shareholders and actual controllers for the company and its subsidiaries to apply for credit lines from financial institutions and the opinions of independent directors and sponsors on this matter are detailed in the announcement issued by the company on the gem information disclosure website designated by the CSRC.
Voting results: 6 in favor, 0 against and 0 abstention.
When the board of directors considered the proposal, Huang Weishan, a related director, avoided voting.
(V) the proposal on convening the second extraordinary general meeting of shareholders in 2022 was reviewed and approved. The company plans to hold the second extraordinary general meeting of shareholders in 2022 at 2:30 p.m. on Thursday, February 24, 2022 in the conference room on the third floor of the company’s complex building.
The notice on convening the second extraordinary general meeting of shareholders in 2022 is detailed in the announcement issued by the company on the gem information disclosure website designated by the CSRC.
Voting results: 7 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolutions of the board of directors signed and sealed by the directors attending the meeting;
2. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Malion New Materials Co.Ltd(300586) board of directors February 9, 2022
