Securities code: 301028 securities abbreviation: Xiamen East Asia Machinery Industrial Co.Ltd(301028) Announcement No.: 2021-040 Xiamen East Asia Machinery Industrial Co.Ltd(301028)
Announcement on resolutions of the 22nd Meeting of the second board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without falsehood
False records, misleading statements or material omissions.
1、 Convening of board meeting
Xiamen East Asia Machinery Industrial Co.Ltd(301028) (hereinafter referred to as "the company") ）The 22nd Meeting of the second board of directors was held in the company's conference room on December 23, 2021 by means of on-site communication. The notice of the meeting was sent to all directors by mail on December 17, 2021. The meeting was convened and presided over by Mr. Han Yinghuan, chairman of the board of directors. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting, including Mr. Liu Lianke, independent director Mr. Liu Zhiyun, independent director Mr. Qu Chengsheng and independent director Mr. Yao bin. All supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the relevant provisions of the company law of the people's Republic of China and the articles of association.
2、 Deliberations of the board meeting
After careful deliberation by the directors attending the meeting, the following resolutions are formed:
(i) Deliberated and adopted the "about the company"
<2021 年限制性股票激励计划（草案）>
And its abstract
After deliberation, the board of Directors believes that in order to further establish and improve the company's long-term incentive mechanism, attract and retain excellent talents, fully mobilize the company's directors, senior managers, middle managers The enthusiasm of core technical (business) personnel and other employees that the company believes should be encouraged and have a direct impact on the company's operating performance and future development, effectively combine the interests of shareholders, the company and employees, and make all parties pay common attention to the long-term development of the company. The company shall, in accordance with the company law of the people's Republic of China and the measures for the administration of equity incentive of listed companies Relevant laws, regulations and normative documents such as Shenzhen Stock Exchange gem stock listing rules, guide for business handling of companies listed on GEM No. 5 - equity incentive and the provisions of Xiamen East Asia Machinery Industrial Co.Ltd(301028) articles of association have formulated the 2021 restricted stock incentive plan (Draft) and its abstract, and it is planned to implement the class II restricted stock incentive plan to the incentive objects.
The independent directors of the company have expressed their independent opinions on the above matters.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com..cn. ）The 2021 restricted stock incentive plan (Draft) and its summary disclosed at the meeting, and the independent opinions of independent directors on relevant matters of the 22nd Meeting of the second board of directors.
Directors Han Yinghuan, Luo Xiuying and Han Wenhao, as the related persons of the incentive objects of this incentive plan, avoided voting on this proposal.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（2） Deliberated and adopted the "about the company"
<2021 年限制性股票激励计划实施考核管理办法>
Proposal for
In order to ensure the smooth progress of the company's restricted stock incentive plan in 2021, establish and improve the incentive and restraint mechanism, improve the corporate governance structure, and ensure the realization of the company's development strategy and business objectives, the company has formulated the management measures for the implementation and assessment of the restricted stock incentive plan in 2021 in accordance with relevant laws and regulations.
The independent directors of the company have expressed their independent opinions on the above matters.
For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com..cn. ）Management measures for the implementation and assessment of restricted stock incentive plan in 2021 and independent directors' independent opinions on relevant matters of the 22nd Meeting of the second board of directors.
Directors Han Yinghuan, Luo Xiuying and Han Wenhao, as the related persons of the incentive objects of this incentive plan, avoided voting on this proposal.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（3） The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive was deliberated and adopted. In order to ensure the smooth implementation of the company's restricted stock incentive plan in 2021, the board of directors of the company requested 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 in 2021:
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 company's restricted stock incentive plan in 2021:
(1) Authorize the board of directors to determine the grant date of the company's restricted stock incentive plan in 2021;
(2) Authorize the board of directors to adjust the number of restricted shares granted according to the methods specified in the company's restricted stock incentive plan in 2021 when the company has matters such as capital reserve converted into share capital, distribution of stock dividends, stock subdivision or reduction, allotment, etc;
(3) Authorize the board of directors to adjust the granting price of restricted shares according to the methods specified in the company's restricted stock incentive plan in 2021 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 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 review and confirm the attribution qualification and attribution 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 decide whether the incentive object can belong;
(7) 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 Clearing Company for relevant registration and clearing business, amending the articles of association and handling the registration of changes in the company's registered capital;
(8) Authorize the board of directors to handle the ownership of restricted shares that have not been vested;
(9) Authorize the board of directors to handle the change and termination of the company's restricted stock incentive plan in 2021, including but not limited to canceling the ownership qualification of the incentive object, canceling the ownership of the restricted stock that has not been owned by the incentive object, and terminating the company's restricted stock incentive plan;
(10) The board of directors is authorized to manage and adjust the company's restricted stock incentive plan in 2021, and formulate or modify the management and implementation provisions of the plan from time to time on the premise that it is consistent with the restricted stock incentive plan in 2021. However, if laws, regulations or relevant regulatory authorities require such modifications to be approved by the general meeting of shareholders or / and relevant regulatory authorities, the board of directors shall Such modifications must be approved accordingly.
2. Submit to the general meeting of shareholders of the company other necessary matters necessary for authorizing the board of directors to implement the restricted stock incentive plan, except for the rights to be exercised by the general meeting of shareholders as specified in relevant documents.
3. Submit to the general meeting of shareholders of the company to authorize the board of directors to go through the formalities of approval, registration, filing, approval and consent with relevant governments and institutions for the company's restricted stock incentive plan in 2021; Sign, execute, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals, and do all acts that they consider necessary, appropriate or appropriate related to this incentive plan.
4. The general meeting of shareholders of the company 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 incentive plan.
5. 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 the equity incentive plan. Except for the matters that need to be adopted 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, the board of directors agrees to authorize the designated person to exercise the above authorization.
Directors Han Yinghuan, Luo Xiuying and Han Wenhao, as the related persons of the incentive objects of this incentive plan, avoided voting on this proposal.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（4） The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 on Wednesday, January 12, 2022.
For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com..cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022.
Voting results: 7 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolutions of the 22nd Meeting of the second board of directors;
2. Independent opinions of independent directors on matters related to the 22nd Meeting of the second board of directors.
It is hereby announced.
Xiamen East Asia Machinery Industrial Co.Ltd(301028) board of directors December 23, 2021
