Securities code: 300035 securities abbreviation: Hunan Zhongke Electric Co.Ltd(300035) Announcement No.: 2022-009 Hunan Zhongke Electric Co.Ltd(300035)
Announcement on the resolution of the 10th meeting of the 5th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings held
1. The notice of the 10th meeting of the Fifth Board of supervisors (hereinafter referred to as “the meeting”) was sent on February 16, 2022 by personal delivery and e-mail.
2. The meeting was held on site at 1:00 p.m. on February 19, 2022. The site of the meeting is in the conference room of the company’s office building.
3. Five supervisors should attend the meeting and five actually attended the meeting. No supervisor entrusted other supervisors to attend or be absent from the meeting. The supervisors present at the meeting voted on various proposals by open ballot.
4. The meeting was presided over by Ms. Liu Honghui, chairman of the board of supervisors of the company.
5. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the meeting
1. The proposal on the achievement of the conditions for lifting the restrictions on sales in the third lifting period of the first grant of the restricted stock incentive plan in 2018 was deliberated and adopted
After review, the board of supervisors believes that according to the measures for the administration of equity incentives of listed companies, the company’s 2018 restricted stock incentive plan (Draft) and the measures for the administration of the implementation and assessment of the 2018 restricted stock incentive plan, the conditions for the release of restrictions in the third release period of the company’s 2018 restricted stock incentive plan have been achieved, Except that 5 incentive objects resigned for personal reasons and no longer meet the conditions for becoming incentive objects, the lifting of the sales restriction qualification of the remaining 115 incentive objects granted for the first time is legal and effective. Now, according to the performance appraisal results of the incentive objects, it is agreed that the company will handle the lifting of the restrictions on the sale of 5.079 million restricted shares granted to some 115 incentive objects for the first time in the 2018 restricted stock incentive plan after the expiration of the corresponding restriction period.
The proposal was adopted with 5 affirmative votes, 0 negative votes and 0 abstention.
2. The proposal on the achievement of the conditions for lifting the restrictions in the second lifting period of the reserved grant part of the restricted stock incentive plan in 2018 was deliberated and adopted
Upon review, the board of supervisors held that according to the measures for the administration of equity incentive of listed companies, the company’s 2018 restricted stock incentive plan (Draft) and the measures for the administration of the implementation and assessment of the 2018 restricted stock incentive plan, the conditions for the release of restrictions in the second release period of the reserved grant part of the company’s 2018 restricted stock incentive plan have been achieved, Except that one incentive object resigned due to personal reasons and no longer met the conditions for becoming an incentive object, the remaining 24 incentive objects reserved for grant are legal and effective. Now, according to the performance appraisal results of the incentive objects, it is agreed that the company will reserve 98000 restricted shares granted to 24 incentive objects in the 2018 restricted stock incentive plan after the expiration of the corresponding restricted stock period, and handle the lifting of the restricted stock in the second lifting period.
The proposal was adopted with 5 affirmative votes, 0 negative votes and 0 abstention.
3. The proposal on repurchasing and cancelling some restricted shares under the 2018 restricted stock incentive plan was reviewed and approved
After verification, the board of supervisors believes that: the company’s 2018 restricted stock incentive plan granted part of the five incentive objects for the first time and reserved part of the one incentive object for the first time, and no longer meet the conditions for becoming an incentive object due to personal reasons. Therefore, the company plans to repurchase and cancel a total of 158000 restricted shares of the above five people this time. The repurchase and cancellation of the company complies with the measures for the administration of equity incentive of listed companies and the company’s 2018 restricted stock incentive plan (Draft), and the decision-making and approval procedures are legal and compliant, which will not affect the diligence of the company’s management team, It is agreed that the company shall repurchase and cancel 158000 restricted shares granted to the above resigned personnel but not lifted.
The proposal was adopted with 5 affirmative votes, 0 negative votes and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
4. The proposal on adjusting the repurchase price of restricted shares under the 2018 restricted stock incentive plan was reviewed and approved
After review, the board of supervisors believes that: in view of the fact that the 2018 equity distribution of the company has been implemented on May 28, 2019, the 2019 equity distribution has been implemented on June 30, 2020 and the 2020 equity distribution has been implemented on June 23, 2021, according to the capital reserve converted into share capital in the company’s 2018 restricted share incentive plan (Draft) In accordance with the relevant provisions on the distribution of stock dividends and other matters, the board of directors of the company agreed to adjust the repurchase price of restricted shares for the first grant part and the reserved grant part of the restricted stock incentive plan in 2018.
The proposal was adopted with 5 affirmative votes, 0 negative votes and 0 abstention.
5. The proposal on capital increase and share expansion of the subsidiary Zhongke Xingcheng graphite Co., Ltd. in Gui’an New District and cooperation with Contemporary Amperex Technology Co.Limited(300750) was deliberated and adopted
The company, Hunan Zhongke Xingcheng Holding Co., Ltd. (hereinafter referred to as “Zhongke Xingcheng holding”) and Gui’an New Area Zhongke Xingcheng graphite Co., Ltd. (hereinafter referred to as “Gui’an New Area Zhongke Xingcheng”) intend to sign the capital increase agreement on Gui’an New Area Zhongke Xingcheng graphite Co., Ltd. with Contemporary Amperex Technology Co.Limited(300750) (hereinafter referred to as ” Contemporary Amperex Technology Co.Limited(300750) “), Zhongkexing City Holdings and Contemporary Amperex Technology Co.Limited(300750) plan to increase the capital of zhongkexing city in Gui’an new area. Among them, zhongkexing City Holdings will increase the capital of zhongkexing city in Gui’an New Area by 420 million yuan, obtain the newly increased registered capital of zhongkexing city in Gui’an New Area by 420 million yuan, and Contemporary Amperex Technology Co.Limited(300750) or its wholly-owned subsidiaries will increase the capital of zhongkexing city in Gui’an New Area by 280 million yuan, The newly increased registered capital of zhongkexing city in Gui’an new area is RMB 280 million. After the capital increase, the registered capital of zhongkexing city in Gui’an new area will be increased from RMB 100 million to RMB 80 million. Zhongkexing City Holdings holds 65% of the equity of zhongkexing city in Gui’an new area, Contemporary Amperex Technology Co.Limited(300750) or its wholly-owned subsidiary holds 35% of the equity of zhongkexing city in Gui’an new area. After the completion and operation of the “100000 ton / year lithium battery cathode material integration project” in zhongkexing City, Gui’an new area, Contemporary Amperex Technology Co.Limited(300750) enjoys the priority purchase right of the project’s production capacity.
The proposal was adopted with 5 affirmative votes, 0 negative votes and 0 abstention.
3、 Documents for future reference
Hunan Zhongke Electric Co.Ltd(300035) resolution of the 10th meeting of the 5th board of supervisors
It is hereby announced.
Hunan Zhongke Electric Co.Ltd(300035) board of supervisors February 19, 2002
