Securities code: Shanxi Taigang Stainless Steel Co.Ltd(000825) securities abbreviation: Shanxi Taigang Stainless Steel Co.Ltd(000825) Announcement No.: 2022039 Shanxi Taigang Stainless Steel Co.Ltd(000825)
Announcement of resolutions of the 25th 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
1. Time and method of meeting notice
The notice and meeting materials of the 25th meeting of the 8th board of directors of the company were sent to all directors, supervisors and senior executives by direct delivery or e-mail on May 12, 2022.
2. Time, place and manner of the meeting
The meeting was held on May 19, 2022 after the 2021 annual general meeting of shareholders of the company in the garden Hall of Taiyuan Garden International Hotel by combining on-site and communication voting.
3. Attendance of directors
There are 11 directors who should vote and 11 directors who actually vote. Among them, 6 directors, including Mr. Wei Chengwen, Mr. Li Hua, Mr. Shang Jiajun, Mr. Li Jianmin, Mr. Shi lairun and Mr. Li Duansheng, an independent director, attended the on-site meeting. Directors Mr. Zhang Xiaodong, Mr. Chai Zhiyong, independent directors Mr. Mao Xinping, Mr. Liu Xinquan and Mr. Wang Jianhua attended the meeting by means of communication voting.
4. Moderator and attendees
The meeting was presided over by the chairman, Mr. Wei Chengwen. The company’s supervisors and non directors and senior management attended the meeting as nonvoting delegates. 5. The convening of the meeting complies with the provisions of the company’s articles of association, regulations and relevant administrative documents.
2、 Deliberations of the board meeting
The meeting considered and adopted the following proposals:
(I) proposal on granting restricted shares to incentive objects.
According to the measures for the administration of equity incentive of listed companies, the relevant provisions of the company’s 2021 A-share restricted stock incentive plan (Revised Draft) and the authorization of the company’s 2021 annual general meeting of shareholders, the board of directors of the company considers that the grant conditions specified in the incentive plan have been completed, and the board of directors of the company decides to take May 19, 2022 as the grant date of the incentive plan, 36.65 million restricted shares were granted to 281 incentive objects at the price of 3.69 yuan / share.
The directors, Mr. Wei Chengwen, Mr. Li Hua, Mr. Shang Jiajun, Mr. Li Jianmin and Mr. Shi lairun, are the incentive objects of this restricted stock and avoid voting as related directors. With the vote of other non affiliated directors, there were 6 affirmative votes, 0 negative votes and 0 abstention votes. The bill was passed.
The independent directors gave their independent opinions on the matter, and the board of supervisors gave their verification opinions on the matter. For details, see the company’s website on May 20, 2022 (www.cn. Info. Com. CN.) Disclosed opinions of independent directors and verification opinions of the board of supervisors.
(II) proposal on formulating the authorization management system of the board of directors.
In order to further improve the system construction of the company’s board of directors, standardize the authorization behavior of the board of directors, and make principled provisions on the principle, scope, basic procedures, supervision, change and responsibility of the authorization of the board of directors, the authorization management system of the board of directors is hereby formulated.
By the vote of the directors, 11 votes were in favor, 0 against and 0 abstention. The bill was passed.
(III) proposal on hedging scheme of financial derivatives.
In order to avoid the exchange rate and interest rate risks faced by the company in foreign currency business, the company plans to carry out financial derivatives trading business for the purpose of hedging, involving foreign exchange forward, exchange rate swap and interest rate swap of US dollar, euro and Japanese yen, which shall be operated circularly within the amount of no more than US $200 million within 12 months after the deliberation and approval of the board of directors, and the business period shall not exceed the corresponding basic asset / liability period.
By the vote of the directors, 11 votes were in favor, 0 against and 0 abstention. The bill was passed.
(IV) proposal on adjusting the directors and supervisors of subsidiaries of the Department.
After discussion and decision of the Standing Committee of the Party committee of the company, the company made the following adjustments to the candidates of directors, supervisors and senior managers of some subsidiaries:
Recommend Ms. Zhang Zhijun as the director and chairman of Shanxi Shanxi Taigang Stainless Steel Co.Ltd(000825) Steel Pipe Co., Ltd; Mr. Li Hua no longer holds the post of chairman and director of Shanxi Shanxi Taigang Stainless Steel Co.Ltd(000825) Steel Pipe Co., Ltd.
Recommend Mr. Zhao Pengwei as the executive director of Taiyuan Iron and steel (Group) metal recycling processing trade Co., Ltd; Ms. Zhang Zhijun will no longer serve as the chairman and director of Taiyuan Iron and steel (Group) metal recycling and processing trade Co., Ltd. and Mr. Shi Zenghui will no longer serve as the director of Taiyuan Iron and steel (Group) metal recycling and processing trade Co., Ltd.
By the vote of the directors, 11 votes were in favor, 0 against and 0 abstention. The bill was passed.
3、 Documents for future reference
1. Resolutions of the 25th meeting of the 8th board of directors of the company;
2. Independent opinions of independent directors.
It is hereby announced.
Shanxi Taigang Stainless Steel Co.Ltd(000825) board of directors may 19, 2002
