Securities code: Chongqing Qin’An M&E Plc(603758) securities abbreviation: Chongqing Qin’An M&E Plc(603758) Announcement No.: 2022004 Chongqing Qin’An M&E Plc(603758)
Announcement of resolutions of the 13th meeting of the 4th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
Chongqing Qin’An M&E Plc(603758) (hereinafter referred to as “the company”) the 13th meeting of the 4th board of directors was held in the conference room of the company at 11:00 a.m. on March 3, 2022 by means of on-site and communication voting. Nine directors should be present at the meeting, but there are actually nine. The meeting is held in accordance with the company law of the people’s Republic of China, the Chongqing Qin’An M&E Plc(603758) articles of association and other laws and regulations and the company’s system, and the resolutions made are legal and effective. The meeting was presided over by Mr. Yuanming Tang, chairman of the board. After deliberation by all directors present at the meeting, the following resolution is adopted:
2、 Deliberations of the board meeting
1. Review the company’s 2022 stock option incentive plan (Draft) and its summary
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed 2022 stock option incentive plan (Draft) and its abstract.
Deliberation of directors: agreed
Directors Tang Zichang, Luo Xiaochuan, Yu Yang, sun Deshan and Liu Hongqing avoided voting.
Voting: 4 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2. Review the management measures for the implementation and assessment of the company’s 2022 stock option incentive plan
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The management measures for the implementation and assessment of 2022 stock option incentive plan disclosed.
Deliberation of directors: agreed
Directors Tang Zichang, Luo Xiaochuan, Yu Yang, sun Deshan and Liu Hongqing avoided voting.
Voting: 4 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders 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 company’s equity incentive plan
In order to specifically implement the company’s 2022 stock option incentive plan, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle relevant matters of the company’s 2022 stock option incentive plan:
(1) The general meeting of shareholders of the company is requested to authorize the board of directors to be responsible for the specific implementation of the stock option incentive plan:
① Authorize the board of directors to determine the grant date of this stock option incentive plan;
② Authorize the board of directors to adjust the number of stock options according to the methods specified in the stock option incentive plan when the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, stock subdivision or reduction, allotment and so on;
③ Authorize the board of directors to adjust the exercise price of stock options in accordance with the methods specified in the stock option incentive plan when the company has matters such as 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 stock options to the incentive object when the incentive object meets the conditions and handle all matters necessary for the grant of stock options, including signing the stock option grant agreement with the incentive object;
⑤ Authorize the board of directors to review and confirm the exercise qualification and exercise conditions of incentive objects, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
⑥ Authorize the board of directors to review whether the rights and interests granted to the incentive object set in the stock option incentive plan have been fulfilled, and authorize the board of directors to decide whether the incentive object can exercise its rights;
⑦ Authorize the board of directors to handle all matters necessary for the exercise of incentive objects, including but not limited to applying to the stock exchange for exercise and to the registration and settlement company for handling relevant registration and settlement businesses;
⑧ Authorize the board of directors to cancel the outstanding stock options;
⑨ Authorize the board of directors to decide on the change of the stock option incentive plan, including but not limited to canceling the exercise qualification of the incentive object and handling the inheritance of the stock option of the deceased (dead) incentive object that has not been exercised;
⑩ Authorize the board of directors to manage and adjust the stock option incentive plan of the company, 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 the stock option 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;
⑪ If the company law, securities law, measures for the administration of equity incentive of listed companies and other laws, regulations, rules and normative documents are amended, the board of directors is authorized to adjust the relevant contents of the stock option incentive plan according to such amendments;
⑫ Authorize the board of directors to implement other necessary matters required by the stock option incentive plan, except 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 the stock option incentive plan; Sign, execute, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals, and do all acts that they think are necessary, appropriate or appropriate related to this stock option incentive plan.
(3) The general meeting of shareholders is requested to authorize the board of directors to appoint financial advisers, receiving banks, accountants, lawyers, securities companies and other intermediaries for the implementation of the stock option incentive plan.
(4) The general meeting of shareholders of the company shall agree that the period of authorization to the board of directors shall be consistent with the validity of this stock option incentive plan.
Except for the matters that need to be adopted by the board of directors as specified in laws, administrative regulations, rules of the CSRC, normative documents, this stock option 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.
Deliberation of directors: agreed
Directors Tang Zichang, Luo Xiaochuan, Yu Yang, sun Deshan and Liu Hongqing avoided voting.
Voting: 4 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation. It is hereby announced.
Chongqing Qin’An M&E Plc(603758) board of directors March 4, 2022
