Securities code: 600501 securities abbreviation: Aerosun Corporation(600501) No.: pro 2021-033 Aerosun Corporation(600501)
Announcement on the resolutions of the 5th session of the 7th 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、 Convening of board meeting
The fifth session of the seventh session of the board of directors of Aerosun Corporation(600501) (hereinafter referred to as the company) was held by means of communication voting. The company sent the meeting notice and meeting materials to all directors by mail and direct delivery on December 21, 2021. The voting deadline for this meeting is 12:00 on December 27, 2021. 9 directors should attend the meeting, and 9 actually attended the meeting. This meeting is in accordance with the company law And the articles of association.
2、 Deliberations of the board meeting
(i) The comprehensive development plan for the 14th five year plan of the company was reviewed and adopted
Voting results: 9 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） The company's 2021 restricted stock incentive plan (Draft) and summary were reviewed and adopted
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 management personnel and core backbone personnel, and effectively combine the interests of shareholders, the company and the personal interests of core backbone employees, according to relevant laws, regulations and normative documents, Formulated the company's restricted stock incentive plan for 2021 (Draft) and its summary.
Mr. Xue Liang and Mr. Wen Shuliang, the directors of the company, were the incentive objects of the plan and avoided the voting of this proposal. Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
See Aerosun Corporation(600501) 2021 restricted stock incentive plan (Draft) and Aerosun Corporation(600501) 2021 restricted stock incentive plan (Draft) summary published on the website of Shanghai Stock Exchange (www.sse. Com.. CN) at the same time as this announcement.
（3） Deliberated and adopted the measures for the administration of the company's restricted stock incentive plan
In order to implement the company's restricted stock incentive plan, clarify the management organization of the incentive plan and its responsibilities, implementation procedures, treatment of special circumstances and other contents, the management measures of the company's restricted stock incentive plan are formulated.
Mr. Xue Liang and Mr. Wen Shuliang, the directors of the company, were the incentive objects of the plan and avoided the voting of this proposal. Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, see the measures for the administration of Aerosun Corporation(600501) restricted stock incentive plan published on the website of Shanghai Stock Exchange (www.sse. Com.. CN) at the same time as this announcement.
（4） The management measures for the assessment of the implementation of the company's restricted stock incentive plan in 2021 are reviewed and adopted. In order to ensure the smooth implementation of the company's restricted stock incentive plan and the realization of the company's development strategy and business objectives, the management measures for the assessment of the implementation of the company's restricted stock incentive plan in 2021 are formulated in accordance with the provisions of relevant laws and regulations and the actual situation of the company.
Mr. Xue Liang and Mr. Wen Shuliang, the directors of the company, were the incentive objects of the plan and avoided the voting of this proposal. Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the administrative measures for the implementation and assessment of Aerosun Corporation(600501) restricted stock incentive plan in 2021 published on the website of Shanghai Stock Exchange (www.sse. Com.. CN) at the same time as this announcement. (V) the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2021 was deliberated and adopted
In order to implement the company's restricted stock incentive plan, the board of directors of the company requests 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:
1. Authorize the board of directors to review and confirm the qualifications and conditions of the incentive objects participating in the restricted stock incentive plan, and determine the grant date of the restricted stock incentive plan;
2. Authorize the board of directors to adjust the number or grant price of restricted shares according to the methods specified in the restricted stock incentive plan when the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision, stock reduction, allotment and dividend distribution;
3. Authorize the board of directors to adjust the repurchase quantity or repurchase price of restricted shares when the company's capital reserve is converted into share capital, stock dividends are distributed, shares are subdivided, shares are reduced, dividends are distributed, shares are allotted, etc; 4. Authorize the board of directors to review and confirm whether restricted shares can be granted and the amount granted;
5. Authorize the board of directors to grant restricted shares to the incentive objects when the company and the incentive objects meet the conditions, and handle all matters necessary for the grant of restricted shares, including but not limited to submitting an application for grant to the stock exchange, applying to the securities depository and Clearing Company for relevant registration and settlement business, amending the articles of association, and handling the change registration of the company's registered capital;
6. Authorize the board of directors to review and confirm the qualifications and conditions for lifting the sales restriction;
7. 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 securities registration and Clearing Company for handling relevant registration and settlement 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 all matters necessary for the repurchase and cancellation of restricted shares listed in the company's incentive plan, including but not limited to the registration and settlement of such restricted shares, the amendment of the articles of association and the change registration of the company's registered capital;
9. Authorize the board of directors to determine the incentive object, grant quantity, grant price and grant date of restricted shares reserved in the company's restricted stock incentive plan, as well as the lifting of restrictions on sales, repurchase and cancellation;
10. Authorize the board of directors to implement the change and termination of the restricted stock incentive plan, including but not limited to canceling the incentive object's qualification for lifting the restriction on sales, repurchase and cancel the restricted stock of the incentive object that has not been lifted, and terminate the company's restricted stock incentive plan;
11. Authorize the board of directors to deal with the restricted shares granted to the incentive object that have been released or have not been released in case of resignation, retirement, death and other special circumstances according to the provisions of the company's restricted stock incentive plan;
12. Authorize the board of directors to eliminate or replace the performance evaluation benchmarking enterprise sample of the company's restricted stock incentive plan according to the actual situation;
13. Authorize the board of directors to sign, execute, modify and terminate any agreement related to the equity incentive plan and other relevant agreements;
14. If the company law, the securities law, the measures for the administration of equity incentive of listed companies, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China) and other laws, regulations, rules and normative documents are amended, the board of directors is authorized to adjust the relevant contents of the equity incentive plan according to such amendments;
15. Authorize the board of directors to implement other necessary matters required by the equity incentive plan, except for the rights that must be exercised by the general meeting of shareholders, which are clearly stipulated in relevant laws, regulations, normative documents and the articles of association.
The above authorized matters, except for those clearly specified in relevant laws, regulations, normative documents, articles of association and other documents to be adopted by the board of directors, other matters can be directly exercised by the chairman of the company or an appropriate person authorized by him on behalf of the board of directors of the company.
The term of the above authorization is consistent with the validity of this incentive plan.
Mr. Xue Liang and Mr. Wen Shuliang, the directors of the company, were the incentive objects of the plan and avoided the voting of this proposal. Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（6） The proposal on convening the first extraordinary general meeting of shareholders in 2022 was reviewed and adopted It is agreed to propose to convene the company's first extraordinary general meeting in 2022 to consider the proposals related to the equity incentive plan, and the notice and materials of the general meeting will be published separately. Authorize the chairman of the company to determine the specific time of the general meeting of shareholders and issue the notice of the general meeting of shareholders in accordance with relevant regulations.
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Aerosun Corporation(600501) board of directors
December 28, 2021
