Securities code: Titan Wind Energy (Suzhou) Co.Ltd(002531) abbreviation: Titan Wind Energy (Suzhou) Co.Ltd(002531) Announcement No.: 2022005 Titan Wind Energy (Suzhou) Co.Ltd(002531) (Suzhou) Co., Ltd
Announcement on the resolution of the first meeting of the Fourth Board of directors in 2022
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
1、 Meetings of the board of directors
Titan Wind Energy (Suzhou) Co.Ltd(002531) (Suzhou) Co., Ltd. (hereinafter referred to as “the company”) held the first meeting of the Fourth Board of directors in 2022 in the company’s conference room on March 2, 2022. The meeting was convened and presided over by Mr. Yan junxu, chairman of the board, and held in the form of on-site voting combined with communication. The notice of the meeting and relevant proposals were sent to all directors by telephone and e-mail on February 25, 2022. There were 7 directors who should participate in the voting and 7 directors who actually participated in the voting. The directors Li Baoshan and he Yan attended by means of communication, and the supervisors and senior executives of the company attended as nonvoting delegates. The convening and convening procedures of the meeting shall comply with the provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
(I) proposal on the second phase employee stock ownership plan of Titan Wind Energy (Suzhou) Co.Ltd(002531) (Suzhou) Co., Ltd. (Draft) and its summary
In order to further improve the corporate governance structure of the company, promote the company to establish and improve the incentive and restraint mechanism, fully mobilize the enthusiasm of the company’s senior managers, the core employees of the group headquarters and all business divisions, effectively combine the interests of shareholders, the company and employees, and promote the long-term, sustainable and healthy development of the company. In accordance with the company law, the securities law, the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws, administrative regulations and normative documents, as well as the relevant provisions of the articles of association, and in combination with the actual situation of the company, The employee stock ownership plan and its summary are formulated.
See the details published in the securities times and cninfo (www.cn. Info. Com. CN.) on the same day The second phase of employee stock ownership plan (Draft) and its abstract and other relevant announcements.
Voting results: 6 in favor, 0 against and 0 abstention. Director Zhu bin avoided voting for a total of 1 vote due to his participation in the employee stock ownership plan, and the proposal was considered and adopted.
Independent directors have expressed relevant opinions on this matter. This proposal needs to be submitted to the general meeting of shareholders for deliberation, and related shareholders must avoid voting.
(II) proposal on the measures for the administration of phase II employee stock ownership plan of Titan Wind Energy (Suzhou) Co.Ltd(002531) (Suzhou) Co., Ltd
In order to standardize the implementation of the company’s 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, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws, regulations, normative documents and the articles of association, The company has formulated the management measures for the second phase of employee stock ownership plan.
See the details published in the securities times and cninfo (www.cn. Info. Com. CN.) on the same day Announcement of the measures for the administration of the second phase of employee stock ownership plan.
Voting results: 6 in favor, 0 against and 0 abstention. Director Zhu bin avoided voting for a total of 1 vote due to his participation in the employee stock ownership plan, and the proposal was considered and adopted.
This proposal needs to be submitted to the general meeting of shareholders for deliberation, and the related shareholders must avoid voting.
(III) proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the employee stock ownership plan
In order to ensure the smooth implementation of the employee stock ownership plan, the board of directors requests the general meeting of shareholders to authorize the board of directors to fully handle the specific matters related to the second phase of the employee stock ownership plan, including but not limited to the following matters:
1. Authorize the board of directors to handle the establishment, change and termination of the employee stock ownership plan;
2. Authorize the board of directors to make a decision on the extension of the duration of the employee stock ownership plan;
3. Authorize the board of directors to handle all matters concerning the locking and unlocking of the shares purchased by the employee stock ownership plan; 4. Authorize the board of directors to explain the second phase of the company’s employee stock ownership plan (Draft);
5. Authorize the board of directors to make decisions on refinancing matters such as participating in the company’s share allotment during the duration of the employee stock ownership plan;
6. Authorize the board of directors to change the participants and determination criteria of the employee stock ownership plan;
7. Authorize the board of directors to sign the contract and relevant agreement documents of the employee stock ownership plan;
8. Authorize the board of directors to make decisions on the selection and change of asset management institutions (if any) related to the employee stock ownership plan;
9. If relevant laws, regulations and policies are adjusted, the board of directors is authorized to modify and improve the ESOP accordingly according to the adjustment;
10. 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 as specified in relevant documents.
The above authorization shall be valid from the date of adoption of the general meeting of shareholders to the date of completion of the implementation of the employee stock ownership plan.
Voting results: 6 in favor, 0 against and 0 abstention. Director Zhu bin avoided voting for a total of 1 vote due to his participation in the employee stock ownership plan, and the proposal was considered and adopted.
This proposal needs to be submitted to the general meeting of shareholders for deliberation, and the related shareholders must avoid voting.
(IV) proposal on providing guarantee for wholly-owned subsidiaries
In order to meet its business needs, the wholly-owned subsidiary of the company, Shanghai Tianshun Zero Carbon Industrial Development Co., Ltd. (hereinafter referred to as “Shanghai zero carbon”), is expected to apply for a credit of RMB 181 million from Shanghai Pudong branch of Agricultural Development Bank of China. The company plans to provide the maximum amount of joint and several liability guarantee for this credit.
Within the above guarantee limit, the board of directors authorizes the chairman of the company or the authorized agent designated by the chairman to sign relevant guarantee documents and any amendments, changes and / or supplements to such documents within the scope of guarantee according to the actual situation of the guarantee.
The proposal needs to be deliberated with 0 votes in favor, 7 votes in abstention and 0 votes in favor of the proposal.
See the details published in the securities times and cninfo (www.cn. Info. Com. CN.) on the same day Announcement on providing guarantee for wholly-owned subsidiaries (Announcement No.: 2022006).
(V) proposal on convening the first extraordinary general meeting of shareholders in 2022
The board of Directors proposes to convene the first extraordinary general meeting of shareholders in 2022 at 14:00 p.m. on Friday, March 18, 2022. This meeting adopts the combination of on-site voting and online voting.
Voting results: 7 in favor, 0 against, 0 abstention and 0 abstention. The proposal was considered and adopted. See the details published in the securities times and cninfo (www.cn. Info. Com. CN.) on the same day Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022007). 3、 Documents for future reference
1. Resolution of the first meeting of the Fourth Board of directors in 2022;
2. Independent opinions of independent directors on matters related to the first meeting of the Fourth Board of directors in 2022 Titan Wind Energy (Suzhou) Co.Ltd(002531) (Suzhou) Co., Ltd. board of directors March 3, 2022
