Securities code: Zhejiang Yinlun Machinery Co.Ltd(002126) securities abbreviation: Zhejiang Yinlun Machinery Co.Ltd(002126) Announcement No.: 2022015
Bond Code: 127037 bond abbreviation: Silver wheel convertible bond
Zhejiang Yinlun Machinery Co.Ltd(002126)
Announcement of resolutions of the 19th meeting of the 8th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Zhejiang Yinlun Machinery Co.Ltd(002126) the notice of the 19th meeting of the 8th board of directors was sent by mail and personal delivery on March 4, 2022. The meeting was held by means of communication voting on March 9, 2022. 9 directors should attend the meeting and 9 actually attended the meeting. In accordance with the provisions of the company law and the articles of association, the meeting is legal and valid.
The meeting was presided over by Mr. Xu Xiaomin, chairman of the board of directors. After careful discussion and research, the following resolutions were considered and adopted at the meeting:
1、 The proposal on the 2022 stock option incentive plan (Draft) and its summary was deliberated and adopted
Voting: 6 in favor, 0 abstention, 0 opposition, and 3 abstention. Chen Bufei, Chai Zhonghua and Zhou Haonan were the objects of this equity incentive and avoided voting on this proposal.
The summary of 2022 stock option incentive plan (Draft) was published in the securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on the same day On the same day, the 2022 stock option incentive plan (Draft) was published on cninfo (www.cn. Info. Com. CN.) Come on. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. 2、 The proposal on the administrative measures for the implementation and assessment of the 2022 stock option incentive plan was reviewed and approved
Voting: 6 in favor, 0 abstention, 0 opposition, and 3 abstention. Chen Bufei, Chai Zhonghua and Zhou Haonan were the objects of this equity incentive and avoided voting on this proposal.
The administrative measures for the implementation and assessment of 2022 stock option incentive plan was published on cninfo.com.cn on the same day Come on. 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 the 2022 stock option incentive plan was deliberated and adopted
Voting: 6 in favor, 0 abstention, 0 opposition, and 3 abstention. Chen Bufei, Chai Zhonghua and Zhou Haonan were the objects of this equity incentive and avoided voting on this proposal.
In order to implement the company's 2022 stock option incentive plan (hereinafter referred to as "the 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 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 incentive plan:
(1) Authorize the board of directors to determine the grant date of the incentive plan;
(2) Authorize the board of directors to adjust the number of stock options and the number of underlying shares involved according to the methods specified in the 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, etc;
(3) Authorize the board of directors to adjust the exercise price of stock options 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 and dividend distribution; (4) Authorize the board of directors to authorize stock options to the incentive object when the incentive object meets the conditions and handle all matters necessary for the authorization 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 authorize the remuneration and assessment committee to exercise this right;
(6) Authorize the board of directors to decide whether the incentive objects can exercise their 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, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association, applying to the government market supervision and Administration Bureau and other relevant supervision and management institutions / departments for the change registration of the company's registered capital, etc;
(8) Authorize the board of directors to handle the exercise of stock options that have not been exercised;
(9) Authorize the board of directors to handle the change and termination of the incentive plan according to the provisions of the company's incentive plan, including but not limited to canceling the exercise qualification of the incentive object, canceling the stock options of the incentive object that have not been exercised, handling the inheritance of the stock options of the deceased incentive object that have not been exercised, and terminating the company's incentive plan;
(10) Authorize the board of directors to manage and adjust the company's 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 relevant regulatory authorities, such amendments by the board of directors must be approved accordingly;
(11) Authorize the board of directors to distribute and adjust the total amount of stock options among incentive objects according to the established methods and procedures.
(12) Authorize the board of directors to implement other necessary matters required by the incentive plan, except for 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 government departments and regulatory authorities; Sign, execute, modify and complete the documents submitted to relevant government departments, institutions, organizations and individuals; And do all acts it deems necessary, appropriate or appropriate in connection with this 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 incentive plan.
4. Submit to the general meeting of shareholders of the company for approval, and the period of authorization to the board of directors is consistent with the validity of the incentive plan.
Except for the matters that need to be adopted by the board of directors as specified in laws, administrative regulations, rules, normative documents, this incentive plan or the articles of association, the above authorized matters can be directly exercised by the chairman of the board of directors or the appropriate person authorized by him on behalf of the board of directors.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 The proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted
Voting: 9 in favor, 0 abstention and 0 opposition.
The notice on convening the second extraordinary general meeting of shareholders in 2022 was published in the securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on the same day Come on.
It is hereby announced
Zhejiang Yinlun Machinery Co.Ltd(002126) board of directors
March 9, 2022
