The first extraordinary general meeting of shareholders in 2022
The first A-share shareholders' meeting in 2022
The first H-share shareholders' meeting in 2022
Meeting materials
Aluminum Corporation Of China Limited(601600)
March, 2002
catalogue
Agenda of the meeting 3 proposal for the first extraordinary general meeting of shareholders in 2022 5 proposal for the first A-share shareholders' meeting in 202216 proposal for the first H-share shareholders' meeting in 202220 appendix 24
Agenda of the meeting
1、 Meeting time: the first extraordinary general meeting of shareholders in 2022, the first A-share shareholders' meeting in 2022 and the first H-share shareholders' meeting in 2022 will be held successively from 2:00 p.m. on March 22, 2022
2、 Venue: conference room of Aluminum Corporation Of China Limited(601600) headquarters office building, No. 62, Xizhimen North Street, Haidian District, Beijing
3、 Moderator: Mr. Liu Jianping, chairman
Participants: shareholders and their representatives, directors, supervisors, lawyers, etc. IV. agenda of the meeting: (I) the first extraordinary general meeting of shareholders in 2022 1 Proposal on 6016 Zoje Resources Investment Co.Ltd(002021) restricted stock incentive plan (Draft) and its abstract 2 Proposal on the management measures for the implementation and assessment of Aluminum Corporation Of China Limited(601600) 2021 restricted stock incentive plan 3 Proposal on Authorizing the board of directors of the company to handle matters related to the company's restricted stock incentive plan in 2021 4 Proposal on the company's restricted stock incentive plan in 2021 to grant restricted shares to connected persons of the company under the Securities Listing Rules of the stock exchange of Hong Kong Limited (Ⅱ) the first A-share class shareholders' meeting in 2022 1 Proposal on 6016 Zoje Resources Investment Co.Ltd(002021) restricted stock incentive plan (Draft) and its abstract 2 Proposal on the administrative measures for the implementation and assessment of Aluminum Corporation Of China Limited(601600) 2021 restricted stock incentive plan
3. Proposal on Authorizing the board of directors to handle matters related to the company's restricted stock incentive plan in 2021 (III) the first H-share shareholders' meeting in 2022 1 Proposal on Aluminum Corporation Of China Limited(601600) 2021 restricted stock incentive plan (Draft) and its abstract 2 Proposal on the management measures for the implementation and assessment of 6016 Zoje Resources Investment Co.Ltd(002021) restricted stock incentive plan 3 Proposal on Authorizing the board of directors of the company to handle matters related to the company's restricted stock incentive plan in 2021
Aluminum Corporation Of China Limited(601600) the first extraordinary general meeting in 2022, the first A-share shareholders' meeting in 2022 and the first H-share shareholders' meeting in 2022
Part I
The first extraordinary general meeting of shareholders in 2022
Motion 1
About Aluminum Corporation Of China Limited(601600) 2021 restricted stock
Proposal on incentive plan (Draft) and its summary
Dear shareholders
In order to further establish and improve the company's long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company's directors, senior managers, middle managers and core technology (business) backbone, effectively combine the interests of shareholders, the company and the individual interests of the core team, and make all parties pay common attention to the long-term development of the company, The company has formulated the 6016 Zoje Resources Investment Co.Ltd(002021) restricted stock incentive plan (Draft) in accordance with relevant laws and regulations, and plans to grant restricted shares to incentive objects.
The 24th Meeting of the 7th board of directors held on December 21, 2021 deliberated and adopted the proposal on formulating Aluminum Corporation Of China Limited(601600) 2021 restricted stock incentive plan (Draft) and its summary.
According to the requirements of the state-owned assets supervision and administration authority and in combination with the provisions of Article 1 of Chapter 16 of the 6016 Zoje Resources Investment Co.Ltd(002021) restricted stock incentive plan (Draft), In Article 2 of Chapter VIII of the 6016 Zoje Resources Investment Co.Ltd(002021) restricted stock incentive plan (Draft), the company stated that "if the conditions for lifting the restriction in the current period are not met due to the company level performance evaluation or the individual level performance evaluation, the corresponding restricted stock shall not be lifted or deferred to the next period, and the restriction shall be repurchased by the company according to the grant price." The content is clear as follows: "if the conditions for lifting the restrictions on sales in the current period are not fulfilled due to the non-compliance of the performance assessment at the company level or the performance assessment at the individual level, the corresponding restricted shares shall not be lifted or deferred to the lifting of the restrictions in the next period, and the company shall pay according to the grant price and the stock market price at the time of repurchase (the average trading price of the company's target shares one trading day before the announcement of the resolution of the board of directors to consider the repurchase) The lower value repurchase treatment. "; In Article 4 of Chapter 13, "if the incentive object terminates the labor contract due to the expiration of the labor contract and voluntarily leaves the job, and there is no negative impact, the restricted shares granted to the incentive object but not lifted according to the plan shall be repurchased by the company according to the grant price." The content is clear as follows: "the incentive object terminates the labor contract due to the expiration of the labor contract and voluntary resignation. The restricted shares that the incentive object has been granted but has not been lifted according to the plan shall be repurchased by the company according to the lower of the grant price and the stock market price at the time of repurchase (the average transaction price of the company's underlying shares one trading day before the announcement of the resolution of the board of directors to consider the repurchase).". At the same time, the company should adjust the corresponding contents in the summary of the draft.
The above contents are in line with the regulations on the supervision of state-owned assets, which is conducive to strengthening the binding force of the incentive plan and in line with the interests of the company and all shareholders. See Appendix II of the stock incentive plan (2021) for details.
The above matters are hereby formally submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
Please consider.
Annex I: restricted stock incentive plan for Aluminum Corporation Of China Limited(601600) 2021 (Draft)
Annex II: summary of 6016 Zoje Resources Investment Co.Ltd(002021) restricted stock incentive plan (Draft)
March 22, 2022
Motion II
About Aluminum Corporation Of China Limited(601600) 2021 restricted stock
Proposal on the measures for the administration of the implementation and assessment of incentive plans
Dear shareholders
In order to clarify the management organization of the restricted stock incentive plan in 2021 and its responsibilities and authorities, implementation process, special situation treatment, information disclosure, financial accounting and tax treatment, supervision and management and other contents, the company has formulated the administrative measures for the assessment of the implementation of the restricted stock incentive plan in Aluminum Corporation Of China Limited(601600) 2021.
At the 24th Meeting of the 7th board of directors held on December 21, 2021, the company deliberated and adopted the proposal on formulating the measures for the administration of the assessment of the implementation of Aluminum Corporation Of China Limited(601600) 2021 restricted stock incentive plan.
According to the requirements of the state-owned assets supervision and administration authority and in combination with the provisions of Article 1 of Chapter 16 of the Aluminum Corporation Of China Limited(601600) 2021 restricted stock incentive plan (Draft), In Article 5 of the measures for the administration of the implementation and evaluation of the incentive plan for restricted stocks in 6016 Zoje Resources Investment Co.Ltd(002021) , "if the conditions for lifting the restriction in the current period are not fulfilled due to the non-compliance of the performance evaluation at the company level or the performance evaluation at the individual level, the corresponding restricted stocks shall not be lifted or deferred to the next period, and shall be repurchased by the company according to the granted price." The content is clear as follows: "if the conditions for lifting the restrictions on sales in the current period are not fulfilled due to the non-compliance of the performance assessment at the company level or the performance assessment at the individual level, the corresponding restricted shares shall not be lifted or deferred to the lifting of the restrictions in the next period, and the company shall pay according to the grant price and the stock market price at the time of repurchase (the average trading price of the company's target shares one trading day before the announcement of the resolution of the board of directors to consider the repurchase) Whichever is lower, repurchase processing. ".
The above contents are in line with the regulations on the supervision of state-owned assets, which is conducive to strengthening the binding force of the incentive plan and in line with the interests of the company and all shareholders. See Annex III Administrative Measures for the implementation and assessment of Aluminum Corporation Of China Limited(601600) 2021 restricted stock incentive plan for details.
The above matters are hereby formally submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
Please consider.
Annex III: Administrative Measures for the implementation and assessment of 6016 Zoje Resources Investment Co.Ltd(002021) restricted stock incentive plan
March 22, 2022
Motion III
About authorizing the board of directors of the company to handle the restricted shares of the company in 2021
Proposal on matters related to incentive plan
Dear shareholders
In order to implement the company's 2021 restricted stock incentive plan, the general meeting of shareholders is hereby requested to authorize the board of directors of the company to handle the following specific matters related to the company's 2021 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 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) Authorize the board of directors to make corresponding adjustments to the number of restricted shares and the number of underlying shares involved in the restricted stock incentive plan in accordance with the methods specified in the restricted stock incentive plan when the company's capital reserve is converted into share capital, stock dividends are distributed, shares are subdivided or reduced, and shares are allotted;
(3) Authorize the board of directors to adjust the grant price accordingly according to 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) to authorize the board of directors to adjust the restricted stock number to the number of reserved restricted stocks for the purpose of abandoning the restricted stock granted by the company for any reason for the first time granted by the incentive object, the proportion of the reserved restricted stock after adjustment shall not exceed 20% of the total number of restricted stock of the equity incentive plan.
(5) 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 equity incentive related agreements with the incentive object;
(6) Authorize the board of directors to review and confirm the incentive object's qualification for lifting the restriction and the conditions for lifting the restriction, and agree that the board of directors will authorize the Remuneration Committee to exercise this right;
(7) Authorize the board of directors to decide whether the incentive object can lift the sales restriction;
(8) Authorize the board of directors to handle all matters necessary for the incentive object to lift the sales restriction, including but not limited to applying to the stock exchange for lifting the sales restriction, applying to the registration and settlement company for handling the relevant registration and settlement business, amending the articles of association and handling the change registration of the company's registered capital; (9) Authorize the board of directors to handle the restricted stock sales that have not been lifted;
(10) Authorize the board of directors to handle the change and termination of the restricted stock incentive plan in accordance with the provisions of the restricted stock incentive plan in 2021, including but not limited to the cancellation of the restricted stock of the incentive object, the repurchase of the restricted stock of the incentive object that has not been lifted, and the inheritance of the restricted stock of the deceased incentive object that has not been lifted, Terminate the company's restricted stock incentive plan;
(11) Authorize the board of directors to manage 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 the 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;
(12) Authorize the board of directors to distribute and adjust the total amount of restricted shares among incentive objects according to the established methods and procedures;
(13) Authorize the board of directors to eliminate or replace the sample of benchmarking enterprises for performance evaluation of incentive plan according to the provisions of incentive plan and the changes of benchmarking enterprises;
(14) Authorize the board of directors to implement other necessary matters required by this restricted stock incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents.
2. Request 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; Revise the Aluminum Corporation Of China Limited(601600) articles of association and handle the change registration of the company's registered capital; And do all acts that it deems necessary, appropriate or appropriate in connection with this equity incentive plan. 3. To request the general meeting of shareholders to authorize the board of directors to appoint financial advisers, receiving banks, accountants, lawyers, securities companies and other intermediaries for the implementation of the incentive plan, and agree that the board of directors should authorize the management to handle the above-mentioned specific matters.
4. The period of authorization to the board of directors submitted to the general meeting of shareholders for approval is consistent with the validity of this equity 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 equity incentive plan or Aluminum Corporation Of China Limited(601600) 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.
The above matters have been settled by the company on the 20th
