Stock Code: 300428 stock abbreviation: Lizhong Sitong Light Alloys Group Co.Ltd(300428) Announcement No.: 2022-015 Lizhong Sitong Light Alloys Group Co.Ltd(300428)
Announcement on the resolution of the 24th 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.
Lizhong Sitong Light Alloys Group Co.Ltd(300428) (hereinafter referred to as “the company”) communicated the notice of convening the 24th Meeting of the 4th board of directors to all directors by means of communication or e-mail on February 15, 2022. Considering the epidemic period, this meeting was held on February 18, 2022 in the form of on-site meeting and video conference. There are 7 directors who should attend the meeting, and 7 actually attended the meeting, including 3 independent directors. The meeting was presided over by Mr. Zang Yongxing, chairman of the board of directors, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of this meeting comply with the provisions of the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Lizhong Sitong Light Alloys Group Co.Ltd(300428) articles of Association (hereinafter referred to as the “articles of association”).
After careful discussion, the directors present at the meeting passed the following proposals:
1、 Deliberating 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 and restraint mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s core team, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, The remuneration and assessment committee of the board of directors of the company has formulated the company’s restricted stock incentive plan for 2022 (Draft) and its summary in accordance with relevant laws and regulations. The independent directors of the company have expressed their independent opinions on this proposal.
For details, please refer to Lizhong Sitong Light Alloys Group Co.Ltd(300428) 2022 restricted stock incentive plan (Draft) and Lizhong Sitong Light Alloys Group Co.Ltd(300428) 2022 restricted stock incentive plan (Draft) summary published by the company on cninfo.com, the information disclosure media designated by the CSRC.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders in 2022 for deliberation.
2、 Deliberating 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 management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 are formulated in accordance with the provisions of relevant laws and regulations and the actual situation of the company.
The independent directors of the company have expressed their independent opinions on this proposal.
For details, see the company’s measures for the administration of the assessment of the implementation of the Lizhong Sitong Light Alloys Group Co.Ltd(300428) 2022 restricted stock incentive plan published on cninfo.com, the information disclosure media designated by the CSRC.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders in 2022 for deliberation.
3、 Deliberating the proposal on requesting 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, the board of directors of the company requests 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 Adjust the number of shares to be allotted or restricted by the board of directors in accordance with the amount of shares to be allotted, the amount of shares to be allotted or the amount of shares to be allotted to the company in accordance with the provisions of the incentive plan and the capital stock transfer plan;
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 vesting conditions of the incentive object, and agree that the board of directors will authorize the remuneration and assessment committee of the board of directors to exercise this right;
⑥ Authorize the board of directors to handle all matters necessary for the ownership 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, handling the registration of changes in the company’s registered capital, etc;
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 distribute and adjust the equity shares abandoned by the incentive object before the grant of restricted shares;
⑩ 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 financial consultants, receiving banks, accountants, lawyers, securities companies and other intermediaries for the implementation of the equity 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.
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, this equity incentive 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.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders in 2022 for deliberation.
4、 Deliberating the proposal on convening the second extraordinary general meeting of shareholders in 2022
The company plans to hold the second extraordinary general meeting of shareholders in 2022 on March 8, 2022. The specific notice is disclosed on cninfo.com.cn on the same day Notice on convening the second extraordinary general meeting of shareholders in 2022.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes.
It is hereby announced.
Lizhong Sitong Light Alloys Group Co.Ltd(300428) board of directors February 18, 2022
