Securities code: Kelin Environmental Protection Equipment Inc(002499) securities abbreviation: ST Colin Announcement No.: 2022016 Kelin Environmental Protection Equipment Inc(002499)
Announcement of resolutions of the 13th meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings held
Kelin Environmental Protection Equipment Inc(002499) (hereinafter referred to as “the company”) the notice of the 13th meeting of the 5th board of directors was sent to all directors by email, telephone, SMS or wechat on March 11, 2022. The meeting was held by means of communication on the morning of March 14, 2022. There are 7 directors who should attend the meeting and 7 actually attended. The meeting was presided over by Mr. Du Jiancheng, chairman of the company, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening procedures of this meeting comply with the provisions of the company law and the articles of association. 2、 Deliberations of the meeting
The directors attending the meeting considered and adopted the following proposals by open ballot:
1. Deliberated and passed the proposal on Kelin Environmental Protection Equipment Inc(002499) 2022 stock option incentive plan (Draft) and its summary;
The independent directors have expressed their independent opinions on this proposal, which have been published in full on cninfo.com.cn Come on.
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 www.cn.info.com.cn, stock option incentive plan for Kelin Environmental Protection Equipment Inc(002499) 2022 (Draft) and summary of stock option incentive plan for Kelin Environmental Protection Equipment Inc(002499) 2022 (Draft))
2. The proposal on the measures for the administration of assessment of the implementation of stock option incentive plan in Kelin Environmental Protection Equipment Inc(002499) 2022 was deliberated and adopted;
The independent directors have expressed their independent opinions on this proposal, which have been published in full on cninfo.com.cn Come on.
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 www.cn.info.com.cn, measures for the administration of assessment of the implementation of Kelin Environmental Protection Equipment Inc(002499) 2022 stock option incentive plan)
3. The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan was deliberated and adopted;
In order to specifically implement the company’s 2022 stock option 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 stock option incentive plan:
(I) request the general meeting of shareholders of the company to authorize the board of directors to be responsible for the following matters for the specific implementation of the equity incentive plan: 1. Authorize the board of directors to determine the qualifications and conditions of the incentive object to participate in the stock option incentive plan and determine the authorization date of the stock option;
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 stock option 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, etc;
3. Authorize the board of directors to adjust the exercise price of stock options in accordance with the methods specified in the stock option 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 distribute, adjust or directly reduce the share of stock options abandoned by employees among incentive objects before the authorization of stock options;
5. Authorize the board of directors to grant stock options to the incentive objects when they meet the conditions and handle all matters necessary for the grant of stock options, including but not limited to applying to the stock exchange for grant, applying to the registration and settlement 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 exercise qualification and exercise conditions of incentive objects, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
7. Authorize the board of directors to decide whether the incentive objects can exercise their rights;
8. 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 and handling the change registration of the company’s registered capital;
9. Authorize the board of directors to handle the exercise of stock options that have not been exercised;
10. Authorize the board of directors to sign, execute, modify and terminate any agreement related to the equity incentive plan and other relevant agreements;
11. Authorize the board of directors to manage and adjust the company’s stock option 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 this 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 implement other necessary matters required by the stock option incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents.
(II) 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; Amend the articles of association and handle the registration of changes in the company’s registered capital; And do all acts it deems necessary, appropriate or appropriate in connection with this incentive plan. (III) request the general meeting of shareholders to authorize the board of directors to appoint intermediary institutions such as receiving banks, accountants, lawyers and securities companies for the implementation of the incentive plan;
(IV) 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 this equity incentive plan.
Except for the matters that need to be passed by the resolution of the board of directors as specified in laws, administrative regulations, rules of the CSRC, normative documents, this equity incentive plan or the 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.
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.
4. The proposal on formulating the management system for preventing the occupation of funds by controlling shareholders and related parties was deliberated and adopted;
In order to standardize the company’s fund management, prevent the controlling shareholders and other related parties from occupying the company’s funds, and fully protect the legitimate rights and interests of shareholders, especially small and medium-sized shareholders and the company, 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 governance standards of listed companies The accounting standards for business enterprises – related party relations and their disclosure, the stock listing rules of Shenzhen Stock Exchange, the articles of association and the company’s rules for the implementation of related party transactions and other relevant provisions, and formulate the management system for preventing the occupation of funds by controlling shareholders and related parties.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders for deliberation.
(for details, please refer to www.cn.info.com.cn, management system for preventing the occupation of funds by controlling shareholders and related parties)
5. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted.
The board of directors of the company decided to hold the first extraordinary general meeting of shareholders in 2022 at 15:30 on Friday, April 1, 2022 in the conference room of the company, building 1, Bauhinia Commercial Plaza, 121 Honghuang Road, longta street, Yubei District, Chongqing to consider the above proposals to be submitted to the general meeting of shareholders for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
(for details, please refer to www.cn.info.com.cn., announcement of the company: 2022019 notice on convening the first extraordinary general meeting of shareholders in 2022)
3、 Documents for future reference
1. Resolutions of the 13th meeting of the 5th board of directors;
2. Independent directors’ independent opinions on matters related to the 13th meeting of the Fifth Board of directors of the company;
3. Independent financial advisory report of Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. on Kelin Environmental Protection Equipment Inc(002499) (Draft);
4. Legal opinion of Beijing Deheng (Chongqing) law firm on the stock option incentive plan in Kelin Environmental Protection Equipment Inc(002499) 2022.
It is hereby announced.
Kelin Environmental Protection Equipment Inc(002499) board of directors March 14, 2002
