Securities code: Hunan Yussen Energy Technology Co.Ltd(002986) securities abbreviation: Hunan Yussen Energy Technology Co.Ltd(002986) Announcement No.: 2022032 Hunan Yussen Energy Technology Co.Ltd(002986)
Announcement of resolutions of the third meeting of the third 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 held
Hunan Yussen Energy Technology Co.Ltd(002986) (hereinafter referred to as “the company”) the third meeting of the third board of directors was held in the company’s conference room on April 7, 2022 by means of on-site and communication. The notice of the meeting was sent by communication on March 18, 2022. There were 7 directors who should attend the meeting and 7 directors actually attended the meeting, including Chen Haibo, Li Guoqing, Chen Aiwen and Zeng bin. The meeting was convened and presided over by Mr. Hu Xiannian, chairman of the board of directors. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of this meeting comply with the provisions of relevant laws, regulations and the articles of association.
2、 Deliberations of the meeting
After careful discussion and voting, the directors attending the meeting deliberated and passed the following proposals:
1. 2021 annual report and its summary
See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）Disclosed annual report 2021 and summary of annual report 2021.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
2. General manager’s work report in 2021
Voting results: 7 in favor, 0 against and 0 abstention.
3. Work report of the board of directors in 2021
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal shall be submitted to the general meeting of shareholders for deliberation. See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）Disclosed the work report of the board of directors in 2021.
The independent directors of the company have submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）Report on the work of independent directors in 2021 disclosed.
4. Self evaluation report on internal control in 2021
The independent directors of the company expressed their independent opinions on the proposal. See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）Self evaluation report on internal control in 2021 disclosed. Voting results: 7 in favor, 0 against and 0 abstention.
5. Special report on the deposit and use of raised funds in 2021
The independent directors of the company expressed their independent opinions on the proposal. See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）Special report on the deposit and use of raised funds in 2021 disclosed.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
6. Special audit instructions on occupation of non operating assets and other related capital transactions
See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）Special audit instructions on occupation of non operating assets and other related capital transactions disclosed by the company.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
7. Financial statement report of 2021
See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）Disclosed financial final accounts report of 2021.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
8. Financial budget report for 2022
See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）Disclosed financial budget report for 2022.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
9. Proposal on profit distribution plan in 2021
The independent directors of the company expressed their independent opinions on the proposal. See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）The announcement on the profit distribution plan of 2021 disclosed.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
10. Proposal on reappointment of audit institutions in 2022
The independent directors of the company expressed their prior approval opinions and independent opinions on the proposal. See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on reappointment of audit institutions in 2022 disclosed.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
11. Remuneration plan for directors, supervisors and senior managers in 2022
The independent directors of the company expressed their independent opinions on the proposal. See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on the remuneration scheme of directors, supervisors and senior managers in 2022 disclosed by the company.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
12. Proposal on the proposed investment in the establishment of a wholly-owned subsidiary
Due to the needs of strategic planning and business development, the company plans to invest and establish a wholly-owned subsidiary Hunan Hexin Trading Co., Ltd. (tentative name, subject to the final approval and registration of the industrial and commercial department) with its own capital of 5 million yuan. According to the articles of association, foreign investment management system and other relevant provisions, this investment is within the approval authority of the chairman of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. This investment does not involve related party transactions, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on investment and establishment of wholly-owned subsidiaries disclosed.
Voting results: 7 in favor, 0 against and 0 abstention.
13. Proposal on adjusting the expected external guarantee amount of the company and its holding subsidiaries
The independent directors of the company expressed their independent opinions on the proposal. See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on adjusting the expected external guarantee amount of the company and its holding subsidiaries.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
14. Proposal on providing loans to holding subsidiaries
In order to reduce the overall financing cost of the company and ensure the capital demand of the business operation of the holding subsidiary, the company plans to provide a loan of no more than 150 million yuan to the holding subsidiary Huizhou Boke environmental protection new materials Co., Ltd. with its own funds. The loan amount can be recycled, and the amount of a single loan is authorized to be determined by the operation and management of the company. The aforesaid loan limit and authorization period shall be one year from the date of deliberation and approval by the general meeting of shareholders of the company.
The independent directors of the company issued their prior approval opinions and independent opinions explicitly agreed to the proposal, and the sponsor Anxin Securities Co., Ltd. issued no objection verification opinions on the proposal.
See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）The disclosed “announcement on providing loans to holding subsidiaries”, “independent opinions of independent directors on matters related to the third meeting of the third board of directors” and “verification opinions of Anxin Securities Co., Ltd. on Hunan Yussen Energy Technology Co.Ltd(002986) providing loans to holding subsidiaries”.
Voting results: 4 in favor, 0 against and 0 abstention. Hu Xiannian, the chairman of the company, is one of the shareholders of Boke Xincai, Hu Xianjun, the director and general manager, is the partner of Boke HuiFu and Boke Huijin, the shareholders of Boke Xincai, and Zhan Ming, the director and deputy general manager, is the partner of Boke HuiFu. The above three persons are related to this proposal and avoid voting.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
15. Restricted stock incentive plan for 2022 (Draft) and summary
In order to further improve the long-term incentive and restraint mechanism, fully mobilize the enthusiasm and creativity of the company’s core team, enhance the loyalty of excellent managers and employees to the company, effectively combine the interests of the company, shareholders and core team, make all parties pay common attention to the long-term development of the company and ensure the realization of the company’s development strategy and business objectives. On the premise of fully protecting the interests of shareholders, in accordance with the principle of reciprocity between income and contribution, in accordance with the provisions of the company law, the securities law, the administrative measures and other relevant laws and regulations, normative documents and the articles of association, the board of directors formulated the 2022 restricted stock incentive plan (Draft) and summary of the company. The independent directors of the company expressed their independent opinions on the proposal. See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）Disclosed restricted stock incentive plan for 2022 (Draft) and summary of restricted stock incentive plan for 2022 (Draft).
Voting results: 5 in favor, 0 against and 0 abstention. The directors Hu Xianjun and Zhan Ming are the incentive objects of this incentive plan and avoid voting on this proposal.
The proposal shall be submitted to the general meeting of shareholders for deliberation, and shall be approved by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
16. Management measures for the implementation and assessment of restricted stock incentive plan in 2022
In order to ensure the smooth progress of the company’s equity incentive plan, further improve the corporate governance structure, form a good and balanced value distribution system, encourage the middle and senior managers and core business and technical backbone of the company to work honestly and diligently, ensure the steady improvement of the company’s performance, and ensure the realization of the company’s development strategy and business objectives, In accordance with the relevant provisions of the company law, the securities law, the measures for the administration of equity incentive of listed companies and the articles of association, and in combination with the actual situation of the company, the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2022 are formulated.
The independent directors of the company expressed their independent opinions on the proposal. See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）The management measures for the implementation and assessment of the restricted stock incentive plan in 2022 disclosed.
Voting results: 5 in favor, 0 against and 0 abstention. The directors Hu Xianjun and Zhan Ming are the incentive objects of this incentive plan and avoid voting on this proposal.
The proposal shall be submitted to the general meeting of shareholders for deliberation, and shall be approved by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
17. 2022 non public development bank A-share stock plan (Revised Version)
In combination with the latest progress of the non-public offering and the comprehensive analysis of the raised investment project, the company revised the relevant contents of the plan for the non-public offering of a shares.
The independent directors of the company expressed their independent opinions on the proposal. See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）Disclosed the 2022 non-public Development Bank A-share stock plan (Revised Draft).
Voting results: 7 in favor, 0 against and 0 abstention.
18. Feasibility analysis report on the use of funds raised by A-share non-public development banks in 2022 (Revised Draft)
In combination with the latest progress of the non-public offering and the comprehensive analysis of the raised investment project, the company revised the relevant contents in the feasibility analysis report on the use of the funds raised by the non-public offering of a shares.
The independent directors of the company expressed their independent opinions on the proposal. See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）Disclosed the feasibility analysis report on the use of funds raised from A-share non-public development banks in 2022 (Revised Draft).
19. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive
In order to implement the company’s restricted stock incentive plan in 2022, 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 restricted stock incentive plan in 2022:
(1) Submit to 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) determine the grant date of the restricted stock incentive plan;
2) When the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment, etc., the number of restricted shares and the number of underlying shares involved shall be adjusted accordingly in accordance with the methods specified in the restricted stock incentive plan;
3) 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, the grant price or repurchase price of restricted shares shall be adjusted accordingly in accordance with the methods specified in the restricted stock incentive plan;
4) When the incentive object meets the conditions, grant restricted shares to the incentive object and handle all matters necessary for the grant of restricted shares, including signing the equity incentive agreement with the incentive object
