Securities code: Tianyu Eco-Environment Co.Ltd(603717) securities abbreviation: Tianyu Eco-Environment Co.Ltd(603717) Announcement No.: 2022023 Tianyu Eco-Environment Co.Ltd(603717)
Announcement of resolutions of the 41st meeting of the third 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 the board of directors
Tianyu Eco-Environment Co.Ltd(603717) (hereinafter referred to as “the company”) the notice of the 41st meeting of the third board of directors (hereinafter referred to as “the meeting”) was sent by e-mail on March 31, 2022. Due to the epidemic, the meeting was held by remote communication at 10:00 a.m. on April 6, 2022. 9 directors should be present at this meeting, and 9 actually present. The meeting was presided over by Mr. Luo Weiguo, chairman of the company, and some senior managers of the company attended the meeting as nonvoting delegates.
The notice, convening and voting procedures of this meeting comply with the company law of the people’s Republic of China, the articles of association, the rules of procedure of the board of directors and other relevant provisions, and the resolutions formed at the meeting are legal and effective.
2、 Deliberations of the board meeting
The following proposals were considered and adopted at this meeting:
(I) proposal on capital increase to holding subsidiaries and related party transactions
In order to meet the development and construction needs of the company’s ecological animal husbandry sector, the company plans to jointly increase the cash capital of Shanghai Tianqian by 160 million yuan with Mr. Luo Weiguo, the controlling shareholder and one of the actual controllers of the company, of which the company will increase the cash capital by 120 million yuan according to the shareholding ratio. After the capital increase is completed, the company still holds 75% of the control right of Shanghai Tianqian. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, see the announcement on capital increase and related party transactions to holding subsidiaries (announcement Code: 2022022) issued by the company on the official website of Shanghai Stock Exchange and designated information disclosure media.
Voting results: 7 in favor, 2 in avoidance, 0 against and 0 abstention.
(II) proposal on Tianyu Eco-Environment Co.Ltd(603717) 2022 stock option incentive plan (Draft) and its summary
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 employees, effectively combine the interests of shareholders, the company and the personal interests of the core team, and enable all parties to pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, in accordance with the principle of equal incentives and constraints, in accordance with the company law and the securities law According to the provisions of relevant laws, regulations and normative documents such as the measures for the administration of equity incentive of listed companies and the articles of association, the company has formulated the 2022 stock option incentive plan (Draft) and plans to implement the stock option incentive plan. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval by more than two-thirds of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
For details, please refer to the 2022 stock option incentive plan (Draft) and the 2022 stock option incentive plan (Draft) summary announcement (Announcement No.: 2022025) issued by the company on the official website of Shanghai Stock Exchange and the designated information disclosure media.
The directors of the company, Mr. Zeng xuezhou and Mr. Li Song, were the incentive objects of this incentive plan, avoided voting on this proposal, and the other 7 directors participated in the voting.
Voting results: 7 in favor, 2 in avoidance, 0 against and 0 abstention.
(III) proposal on Tianyu Eco-Environment Co.Ltd(603717) 2022 stock option incentive plan implementation assessment management measures
In order to ensure the smooth progress of the company’s 2022 stock option incentive plan and the realization of the company’s development strategy and business objectives, the company hereby formulates the management measures for the implementation and assessment of 2022 stock option incentive plan in accordance with relevant laws and regulations, the provisions of the company’s 2022 stock option incentive plan (Draft) and the actual situation of the company. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval by more than two-thirds of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
For details, please refer to the administrative measures for the implementation and assessment of 2022 stock option incentive plan issued by the company on the official website of Shanghai Stock Exchange and the designated information disclosure media.
The directors of the company, Mr. Zeng xuezhou and Mr. Li Song, were the incentive objects of this incentive plan, avoided voting on this proposal, and the other 7 directors participated in the voting.
Voting results: 7 in favor, 2 in avoidance, 0 against and 0 abstention.
(IV) proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 stock option incentive plan
In order to ensure the smooth implementation of the company’s 2022 stock option incentive plan (hereinafter referred to as “the incentive plan”), the board of directors of the company submits to the general meeting of shareholders to authorize the board of directors to handle matters related to the incentive plan, including but not limited to: 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 stock option incentive plan: (1) authorize the board of directors to confirm the qualifications and conditions of incentive objects to participate in the stock option incentive plan, Determine the authorization date of the stock option 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 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;
(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 the 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 grant stock options to the incentive object and handle all matters necessary for the grant of stock options when the incentive object meets the conditions, including but not limited to signing the stock option agreement with the incentive object, submitting an application for grant to the stock exchange and applying to the registration and settlement company for handling relevant registration procedures;
(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 handling relevant registration and settlement business, and modifying the relevant provisions of the articles of association with the consent of the general meeting of shareholders according to the exercise results, Amend the articles of association and apply to the competent department for Industry and Commerce for the registration of changes in the company’s registered capital (including capital increase, capital reduction, filing of articles of association) and other related matters.
(8) 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 compensation and inheritance of the stock options of the deceased incentive object that have not been exercised, and terminating the company’s incentive plan;
(9) 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 incentive 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;
(10) Authorize the board of directors to distribute and adjust the total amount of options among incentive objects according to the established methods and procedures;
(11) 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 on the incentive plan in accordance with the provisions of relevant laws, regulations and normative documents; Sign, execute, modify and complete the documents submitted to relevant government departments, regulatory agencies, 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.
3. To request the general meeting of shareholders to authorize the board of directors to appoint financial consultants, lawyers, receiving banks, accountants 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 passed by the resolution of the board of directors as specified in laws, administrative regulations, rules of the CSRC, normative documents, this incentive plan or the articles of association, other matters can be directly exercised by the chairman of the board of directors or the 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 and approval by more than two-thirds of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
The directors of the company, Mr. Zeng xuezhou and Mr. Li Song, were the incentive objects of this incentive plan, avoided voting on this proposal, and the other 7 directors participated in the voting.
Voting results: 7 in favor, 2 in avoidance, 0 against and 0 abstention.
(V) proposal on convening the first extraordinary general meeting of shareholders in 2022
According to the voting results, the company decided to hold the first extraordinary general meeting of shareholders in 2022 by combining on-site voting and online voting to consider the following proposals:
1. Proposal on capital increase to holding subsidiaries and related party transactions
2. Proposal on Tianyu Eco-Environment Co.Ltd(603717) 2022 stock option incentive plan (Draft) and its summary
3. Proposal on the management measures for the implementation and assessment of stock option incentive plan in Tianyu Eco-Environment Co.Ltd(603717) 2022
4. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 stock option incentive plan
The on-site meeting is scheduled to be held at 14:00 on Friday, April 22, 2022 at floor 2, building B2, Lane 1688, Guoquan North Road, Yangpu District, Shanghai. For details, see the notice on convening the first extraordinary general meeting of shareholders in 2022 (announcement Code: 2022026) issued by the company on the official website of Shanghai Stock Exchange and the designated information disclosure media.
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Tianyu Eco-Environment Co.Ltd(603717) board of directors April 6, 2022
