Stock Code: Jiangsu Eastern Shenghong Co.Ltd(000301) stock abbreviation: Jiangsu Eastern Shenghong Co.Ltd(000301) Announcement No.: 2022036 bond Code: 127030 bond abbreviation: Shenghong convertible bond
Bond Code: 114578 bond abbreviation: 19 Shenghong G1
Jiangsu Eastern Shenghong Co.Ltd(000301)
Announcement of resolutions of the 45th 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.
1、 Meetings of the board of directors
Jiangsu Eastern Shenghong Co.Ltd(000301) (hereinafter referred to as “the company”) the 45th meeting of the 8th board of directors was sent by hand, fax or email on March 8, 2022, and was held by communication voting on March 11, 2022. There are 7 directors who should attend the board meeting, and 7 directors actually attended the meeting. The meeting is presided over by Mr. Miao Hangen, chairman of the board, and senior managers of the company attend the meeting as nonvoting delegates. The materials of this board meeting shall be submitted to all supervisors of the company for review at the same time.
The convening of this board meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
1. The proposal on the second phase employee stock ownership plan (Draft) and its summary was reviewed and approved
Voting results: 4 in favor, 0 against and 0 abstention. Mr. Miao Hangen, chairman of the board, avoided this vote; The directors, Mr. Ji Kaohsiung and Mr. Qiu Hairong, avoided the voting because they participated in the current employee stock ownership plan. In order to improve the corporate governance structure, establish and improve the benefit sharing mechanism between workers and owners, improve the cohesion of employees and the competitiveness of the company, and ensure the realization of the company’s future development strategy and business objectives, according to the provisions of relevant laws and regulations and in combination with the actual situation of the company, the company has formulated Jiangsu Eastern Shenghong Co.Ltd(000301) phase II employee stock ownership plan (Draft) and its abstract.
The independent directors of the company approved the proposal in advance and expressed their independent opinions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
The second phase of employee stock ownership plan (Draft) was also published on cninfo.com（ http://www.cn.info.com.cn. ）It was disclosed that the summary of the second phase of employee stock ownership plan (Draft) (Announcement No.: 2022038) was published in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo（ http://www.cn.info.com.cn. ）Disclosure on.
2. The proposal on the measures for the administration of the second phase of employee stock ownership plan was deliberated and adopted
Voting results: 4 in favor, 0 against and 0 abstention. Mr. Miao Hangen, chairman of the board, avoided this vote; The directors, Mr. Ji Kaohsiung and Mr. Qiu Hairong, avoided the voting because they participated in the current employee stock ownership plan. The independent directors of the company approved the proposal in advance and expressed their independent opinions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
The measures for the administration of the second phase of employee stock ownership plan was also published on cninfo.com（ http://www.cn.info.com.cn. ）Disclosure on.
3. The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the employee stock ownership plan was deliberated and adopted
Voting results: 4 in favor, 0 against and 0 abstention. Mr. Miao Hangen, chairman of the board, avoided this vote; The directors, Mr. Ji Kaohsiung and Mr. Qiu Hairong, avoided the voting because they participated in the current employee stock ownership plan. In order to ensure the smooth implementation of the second phase of the company’s employee stock ownership plan, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to fully handle matters related to the employee stock ownership plan, including but not limited to the following matters:
(1) Authorize the board of directors to be responsible for formulating and revising the employee stock ownership plan;
(2) Authorize the board of directors to handle the initiation, implementation, change and termination of the employee stock ownership plan, including but not limited to the disqualification of the holder and early termination of the employee stock ownership plan in accordance with the provisions of the employee stock ownership plan; (3) Authorize the board of directors to make a decision on the extension of the duration of the employee stock ownership plan;
(4) Authorize the board of directors to handle all matters concerning the locking and unlocking of the shares purchased by the employee stock ownership plan; (5) Authorize the board of directors to determine or change the asset management organization of the employee stock ownership plan and sign relevant agreements;
(6) After the ESOP is reviewed and approved by the general meeting of shareholders, if there are changes in relevant laws, regulations and policies within the implementation period, the board of directors of the company shall be authorized to make corresponding adjustments to the ESOP in accordance with the new policies or regulations;
(7) Authorize the board of directors to handle other necessary matters required by the employee stock ownership plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3、 Documents for future reference
1. Resolutions of the board of directors signed and sealed by the directors attending the meeting;
2. Prior approval and independent opinions of independent directors.
It is hereby announced.
Jiangsu Eastern Shenghong Co.Ltd(000301) board of directors
March 12, 2022
