Securities code: 688772 securities abbreviation: Zhuhai Cosmx Battery Co.Ltd(688772) Announcement No.: 2021-013 Zhuhai Cosmx Battery Co.Ltd(688772)
Announcement on resolutions of the 17th meeting of the first 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 legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
1、 Convening of board meeting
The 17th meeting of the first board of directors of Zhuhai Cosmx Battery Co.Ltd(688772) (hereinafter referred to as “the company”) was held on December 23, 2021 by means of on-site combined communication. The notice of the meeting was issued on December 18, 2021. The meeting was convened and presided over by Mr. Xu Yanming, chairman of the board of directors. There were 9 directors who should attend the meeting, and 9 directors actually attended the meeting. The convening and convening procedures of the meeting were in accordance with According to the relevant provisions of the company law of the people’s Republic of China and the Zhuhai Cosmx Battery Co.Ltd(688772) articles of association, the resolutions of the meeting are legal and effective.
2、 Deliberations of the board meeting
(i) Consideration and adoption of the Convention on
<第一期限制性股票激励计划（草案）>
And its abstract
In order to attract and retain outstanding talents, fully mobilize the work enthusiasm and creativity of employees and promote the long-term, stable and healthy development of the company, the company, in accordance with the principle of equal income and contribution, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of equity incentive of listed companies According to the relevant provisions of the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the articles of association of Zhuhai Cosmx Battery Co.Ltd(688772) , the first phase of Zhuhai Cosmx Battery Co.Ltd(688772) restricted stock incentive plan (Draft) and its summary are formulated.
All independent directors of the company have expressed independent opinions on this proposal.
See the Zhuhai Cosmx Battery Co.Ltd(688772) phase I restricted stock incentive plan (Draft) and its abstract disclosed on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on the same day.
Voting results: 5 in favor, 0 against, 0 abstention and 4 avoidance. The directors, Mr. Xu Yanming, Mr. Lin Wende, Mr. Fu Xiaohu and Mr. Li Junyi, as the intended incentive objects of the incentive plan, evade the voting of this proposal.
This proposal still needs to be considered by the general meeting of shareholders.
（2） Consideration and adoption of the Convention on
<第一期限制性股票激励计划考核管理办法>
In order to ensure the smooth implementation of the first phase of the restricted stock incentive plan, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange According to the relevant provisions of the Zhuhai Cosmx Battery Co.Ltd(688772) articles of association, the Zhuhai Cosmx Battery Co.Ltd(688772) phase I restricted stock incentive plan (Draft) and its abstract, the company formulates the Zhuhai Cosmx Battery Co.Ltd(688772) phase I restricted stock incentive plan assessment management measures in combination with the actual situation.
All independent directors of the company have expressed independent opinions on this proposal.
For details, see the administrative measures for the assessment of Zhuhai Cosmx Battery Co.Ltd(688772) phase I restricted stock incentive plan disclosed on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on the same day.
Voting results: 5 in favor, 0 against, 0 abstention and 4 avoidance. The directors, Mr. Xu Yanming, Mr. Lin Wende, Mr. Fu Xiaohu and Mr. Li Junyi, as the intended incentive objects of the incentive plan, evade the voting of this proposal.
This proposal still needs to be considered by the general meeting of shareholders.
（3） The proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the first phase of restricted stock incentive plan was deliberated and adopted
In order to implement the first phase of the company’s restricted stock incentive plan, the board of directors of the company plans to submit to the general meeting of shareholders to authorize the board of directors to handle the following matters related to the implementation of the equity incentive plan:
1. Authorize the board of directors to determine the grant date of the restricted stock incentive plan;
2. Authorize the board of directors to adjust the number of restricted shares granted / vested according to the methods specified in the incentive plan 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 in accordance with the methods specified in the 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 restricted shares to the incentive object when meeting the relevant conditions, and handle all matters necessary for the grant of restricted shares, including but not limited to signing the Zhuhai Cosmx Battery Co.Ltd(688772) phase I restricted stock incentive plan grant agreement with the incentive object;
5. Authorize the board of directors to review and confirm whether the attribution conditions of the incentive plan have been achieved and the actual number of restricted shares that can be attributed to the incentive object;
6. Authorize the board of directors to handle all matters necessary for the ownership of restricted shares, including but not limited to applying to the stock exchange for ownership, applying to the securities registration and settlement institution for ownership registration and settlement business, amending the Zhuhai Cosmx Battery Co.Ltd(688772) articles of association and handling the registration of changes in the company’s registered capital;
7. Authorize the board of directors to be responsible for the management of the incentive plan, including but not limited to canceling the participation qualification of the incentive object. The restricted shares that have been granted to the corresponding incentive object but have not been vested shall not be vested and shall be invalid; 8. Authorize the board of directors to be responsible for the adjustment of the incentive plan and adjust the supporting system of the incentive plan from time to time without violating the relevant provisions of the incentive plan. If relevant laws, regulations or 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 handle other matters related to the implementation of the incentive plan, except for the rights explicitly required to be exercised by the general meeting of shareholders;
10. In the above authorized matters, except for the matters expressly required to be adopted by the resolution of the board of directors, 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;
11. The period of authorization from the general meeting of shareholders to the board of directors is consistent with the validity of the incentive plan.
Voting results: 5 in favor, 0 against, 0 abstention and 4 avoidance. The directors, Mr. Xu Yanming, Mr. Lin Wende, Mr. Fu Xiaohu and Mr. Li Junyi, as the intended incentive objects of the incentive plan, evade the voting of this proposal.
This proposal still needs to be considered by the general meeting of shareholders.
（4） The proposal on convening the company’s first extraordinary general meeting in 2022 was reviewed and approved. The company plans to convene the first extraordinary general meeting in 2022 on January 10, 2022 to review relevant proposals.
For details, see Zhuhai Cosmx Battery Co.Ltd(688772) notice on convening the first extraordinary general meeting in 2022 disclosed on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Zhuhai Cosmx Battery Co.Ltd(688772) board of directors December 24, 2021
