Securities code: 000560 securities abbreviation: 5I5J Holding Group Co.Ltd(000560) Announcement No.: 2022-005 5I5J Holding Group Co.Ltd(000560)
Announcement of resolutions of the 16th meeting of the 10th 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 16th meeting of the 10th board of directors of 5I5J Holding Group Co.Ltd(000560) (hereinafter referred to as “the company”) was sent to all directors, supervisors and senior managers in writing by e-mail on February 11, 2022. On the premise of ensuring that the directors can fully express their opinions, the meeting will be held by means of communication voting on February 16, 2022. 9 directors should attend the meeting, and 9 directors actually attended the meeting by means of communication voting. The convening and holding of this board meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
After full discussion and deliberation by the directors attending the meeting, the relevant proposals were considered and adopted by means of communication voting, and the following resolutions were formed:
1. The proposal on Revising the second phase of employee stock ownership plan (Revised Draft) and its summary was reviewed and approved
The company held the 10th meeting of the 10th board of directors and the 2020 annual general meeting of shareholders on May 14, 2021 and May 26, 2021 respectively, and deliberated and adopted the proposal on and summary (hereinafter referred to as “this ESOP” or “phase II ESOP”). Since then, due to the changes in the total number of employees and supervisors participating in the employee stock ownership plan, the company held the 10th meeting of the 10th board of directors on June 23, 2021 within the scope of the authorization of the company’s 2020 annual general meeting of shareholders to the board of directors on matters related to the employee stock ownership plan, Part of the contents of the second phase of the employee stock ownership plan and its management measures were revised to form the 5I5J Holding Group Co.Ltd(000560) second phase of the employee stock ownership plan (Revised Draft) (hereinafter referred to as the “revised draft of the employee stock ownership plan”).
In combination with the actual situation of the second phase of the employee stock ownership plan, in order to ensure the better implementation of the employee stock ownership plan, under the framework and principles of the revised draft of the employee stock ownership plan, the company plans to further refine and clarify some contents of the plan; In addition, due to changes in the situation of supervisors and senior managers participating in the employee stock ownership plan, according to the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities law”) According to the provisions of relevant laws, regulations, normative documents and articles of association, such as the guidance on the pilot implementation of employee stock ownership plan by listed companies issued by China Securities Regulatory Commission, within the scope of authorization of the company’s 2020 annual general meeting of shareholders, the board of directors of the company plans to revise some contents of the revised draft and abstract of the employee stock ownership plan.
According to the authorization of the company’s 2020 annual general meeting of shareholders to the board of directors, the adjustment of the second phase of the company’s employee stock ownership plan can be implemented after being deliberated and approved by the company’s board of directors, and there is no need to submit it to the general meeting of shareholders for deliberation. The independent directors of the company have expressed their independent opinions on the proposal.
The directors of the company, Mr. Xie Yong, Ms. Dai Wenjuan, Mr. Zheng Xiaohai, Ms. LV Hong and Ms. Xie Ping, are the participants of the employee stock ownership plan. They avoid voting on this proposal, and four non affiliated directors of the company vote. Voting results of non affiliated directors: 4 in favor, 0 against and 0 abstention.
2. The proposal on Revising the management measures for the second phase of employee stock ownership plan (Revised Draft) of 5I5J Holding Group Co.Ltd(000560) was considered and adopted
Whereas the company plans to revise some contents of the revised draft and abstract of the second phase of the employee stock ownership plan, in accordance with the provisions of 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, regulations, normative documents and the articles of association, within the scope of authorization of the company’s 2020 annual general meeting of shareholders, The company will revise some contents of the management measures for 5I5J Holding Group Co.Ltd(000560) phase II employee stock ownership plan (Revised Draft) accordingly.
According to the authorization of the company’s 2020 annual general meeting of shareholders to the board of directors, some contents of the revised Measures for the administration of 5I5J Holding Group Co.Ltd(000560) phase II employee stock ownership plan (Revised Draft) fall within the scope of the authority of the board of directors authorized by the company’s general meeting of shareholders and need not be submitted to the general meeting of shareholders for deliberation.
The independent directors of the company have expressed their independent opinions on this proposal.
The directors of the company, Mr. Xie Yong, Ms. Dai Wenjuan, Mr. Zheng Xiaohai, Ms. LV Hong and Ms. Xie Ping, are the participants of the employee stock ownership plan. They avoid voting on this proposal, and four non affiliated directors of the company vote. Voting results of non affiliated directors: 4 in favor, 0 against and 0 abstention.
The specific contents of the above-mentioned amendments to the 5I5J Holding Group Co.Ltd(000560) second phase employee stock ownership plan (Revised Draft) and the abstract and the administrative measures for 5I5J Holding Group Co.Ltd(000560) second phase employee stock ownership plan (Revised Draft) are published on cninfo.com.cn on the same date as this announcement, i.e. February 17, 2022 Announcement on Revising the second phase of the company’s employee stock ownership plan (Revised Draft) and its summary (No. 2022-008), summary of the second phase of the employee stock ownership plan (Revised Draft) (No. 2022-009) Relevant announcements such as 5I5J Holding Group Co.Ltd(000560) phase II employee stock ownership plan (second revision of the draft), administrative measures for 5I5J Holding Group Co.Ltd(000560) phase II employee stock ownership plan (second revision of the draft), etc.
3、 Documents for future reference
1. The resolution of the 16th meeting of the 10th board of directors signed by the attending directors and stamped with the seal of the board of directors; 2. Opinions of independent directors signed by independent directors.
It is hereby announced.
5I5J Holding Group Co.Ltd(000560)
Board of directors
February 17, 2022
