Securities code: East China Engineering Science And Technology Co.Ltd(002140) securities abbreviation: East China Engineering Science And Technology Co.Ltd(002140) Announcement No.: 2022043 East China Engineering Science And Technology Co.Ltd(002140)
Announcement on the resolutions of the 16th meeting of the 7th board of supervisors
The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
East China Engineering Science And Technology Co.Ltd(002140) (hereinafter referred to as “the company” ” East China Engineering Science And Technology Co.Ltd(002140) “) the notice of the 16th meeting of the seventh board of supervisors was sent by e-mail on May 10, 2022. The meeting was held on May 20, 2022 in conference room 1606, building a of the company. The meeting was presided over by Zhang Huajin, chairman of the board of supervisors. There were 3 supervisors and 3 supervisors, Comply with the company law of the people’s Republic of China and other laws and regulations, as well as the articles of association and other relevant provisions.
2、 Deliberation at the meeting of the board of supervisors
Through written voting, the meeting formed the following resolutions:
(I) the proposal on adjusting the company’s plan for non-public development of A-Shares was deliberated and adopted item by item.
After review, the board of supervisors believes that the adjustment of the non-public offering of A-Shares in 2021 is that the company has completed the repurchase and cancellation of some restricted shares in the restricted stock incentive plan in 2019 and plans to distribute profits in 2021, which is in line with the company law, the securities law, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws Relevant provisions of laws, regulations and normative documents. According to the authorization of the second extraordinary general meeting of shareholders in 2021, this adjustment does not need to be submitted to the general meeting of shareholders for deliberation, and the deliberation procedure is legal and compliant. Agree to the adjustment of the company’s non-public offering plan in 2021.
1. Issuing object and subscription method
Voting results: there are 2 valid votes, including 2 affirmative votes, 0 negative votes and 0 abstention votes. Zhang Huajin, chairman of the board of supervisors, avoided voting as a related supervisor.
2. Pricing base date, issue price and pricing principle
Voting results: there are 2 valid votes, including 2 affirmative votes, 0 negative votes and 0 abstention votes. Zhang Huajin, chairman of the board of supervisors, avoided voting as a related supervisor.
3. Issue quantity
Voting results: there are 2 valid votes, including 2 affirmative votes, 0 negative votes and 0 abstention votes. Zhang Huajin, chairman of the board of supervisors, avoided voting as a related supervisor.
4. Purpose of raised funds
Voting results: there are 2 valid votes, including 2 affirmative votes, 0 negative votes and 0 abstention votes. Zhang Huajin, chairman of the board of supervisors, avoided voting as a related supervisor.
For details, please refer to the announcement on adjusting the company’s non-public development of A-share scheme (No. East China Engineering Science And Technology Co.Ltd(002140) 2022044) published in the securities times and cninfo.com on May 24, 2022. (II) deliberated and passed the proposal on the company’s plan for non-public development of shares (Revised Draft). After review, the board of supervisors believes that the revision of the plan for non-public offering of shares is the completion of the repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan and the proposed profit distribution in 2021, It complies with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 25 – plan and issuance report of non-public offering of shares by listed companies. According to the authorization of the second extraordinary general meeting of shareholders in 2021, this amendment does not need to be submitted to the general meeting of shareholders for deliberation, and the deliberation procedure is legal and compliant. Agree to the revision and adjustment of the company’s plan for non-public offering of shares. Voting results: there are 2 valid votes, including 2 affirmative votes, 0 negative votes and 0 abstention votes. Zhang Huajin, chairman of the board of supervisors, avoided voting as a related supervisor.
For details, please refer to the announcement on the revision of the stock plan of non-public development banks (No. East China Engineering Science And Technology Co.Ltd(002140) 2022045) published in the securities times and cninfo.com on May 24, 2022; The full text of the non-public development bank stock plan (Revised Draft) was published on cninfo.com on May 24, 2022.
(III) deliberated and passed the proposal on the impact of non-public Development Bank‘s diluted immediate return on the company’s main financial indicators and the measures to be taken by the company and the commitments of relevant subjects (Revised Draft). After review, the board of supervisors held that: in view of the completion of the repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan and the proposed profit distribution in 2021, in order to protect the interests of small and medium-sized investors, the company analyzed the impact of diluting the immediate return on the company’s main financial indicators, and formulated specific measures to fill in the diluted immediate return, which is in line with relevant laws and regulations Regulations and normative documents. According to the authorization of the second extraordinary general meeting of shareholders in 2021, this amendment does not need to be submitted to the general meeting of shareholders for deliberation, and the deliberation procedure is legal and compliant. Agree to the amendment made by the company on this matter.
Voting results: there are 2 valid votes, including 2 affirmative votes, 0 negative votes and 0 abstention votes. Zhang Huajin, chairman of the board of supervisors, avoided voting as a related supervisor.
For details, please refer to East China Engineering Science And Technology Co.Ltd(002140) No. 2022046 announcement on the impact of non-public Development Bank‘s diluted immediate return on the company’s main financial indicators and the measures to be taken by the company and the commitments of relevant entities (Revised Draft), which was published in the securities times and cninfo.com on May 24, 2022. (IV) deliberated and passed the proposal on the company’s non-public development of A-Shares involving related party transactions.
After review, the board of supervisors held that the subscription of the shares of the non-public offering by the third chemical research institute and Shaanxi coal group was in line with the provisions of the company law, the securities law and other laws and regulations as well as the articles of association, and the related party transaction was in line with the principles of fairness and fairness. According to the authorization of the second extraordinary general meeting of shareholders in 2021, the related party transaction need not be submitted to the general meeting of shareholders for deliberation, and the deliberation procedure is legal and compliant. Voting results: there are 2 valid votes, including 2 affirmative votes, 0 negative votes and 0 abstention votes. Zhang Huajin, chairman of the board of supervisors, avoided voting as a related supervisor.
For details, please refer to East China Engineering Science And Technology Co.Ltd(002140) No. 2022047 announcement on signing supplementary agreement of conditional effective share subscription agreement and related party transactions with specific objects published in the securities times and cninfo.com on May 24, 2022.
(V) deliberated and passed the proposal on signing the supplementary agreement of the conditional effective share subscription agreement between the company and the third Design Institute of Chemical Industry Co., Ltd.
After review, the board of supervisors held that: in view of the company’s completion of the repurchase and cancellation of some restricted shares in the restricted stock incentive plan in 2019 and the proposed profit distribution in 2021, the supplementary agreement signed by the company and the third Institute of chemical industry complies with the provisions of relevant laws, regulations and normative documents.
According to the authorization of the second extraordinary general meeting of shareholders in 2021, the signing of the supplementary agreement does not need to be submitted to the general meeting of shareholders for deliberation, and the deliberation procedures are legal and compliant. It is agreed that the company will sign a supplementary agreement with the Third Chemical Research Institute on matters related to this non-public offering.
Voting results: there are 2 valid votes, including 2 affirmative votes, 0 negative votes and 0 abstention votes. Zhang Huajin, chairman of the board of supervisors, avoided voting as a related supervisor.
For details, please refer to East China Engineering Science And Technology Co.Ltd(002140) No. 2022047 announcement on signing supplementary agreement of conditional effective share subscription agreement and related party transactions with specific objects published in the securities times and cninfo.com on May 24, 2022.
(VI) the proposal on signing the supplementary agreement of the conditional effective share subscription agreement between the company and Shaanxi Coal Industry Company Limited(601225) Chemical Group Co., Ltd. was deliberated and adopted.
After review, the board of supervisors held that: in view of the company’s completion of the repurchase and cancellation of some restricted shares in the restricted stock incentive plan in 2019 and the proposed profit distribution in 2021, the supplementary agreement signed by the company and Shaanxi coal group complies with the provisions of relevant laws, regulations and normative documents. According to the authorization of the second extraordinary general meeting of shareholders in 2021, the signing of the supplementary agreement does not need to be submitted to the general meeting of shareholders for deliberation, and the deliberation procedures are legal and compliant. It is agreed that the company will sign a supplementary agreement with Shaanxi Coal Group on matters related to this non-public offering.
Voting results: there are 3 valid votes, including 3 in favor, 0 against and 0 abstention. For details, please refer to East China Engineering Science And Technology Co.Ltd(002140) No. 2022047 announcement on signing supplementary agreement of conditional effective share subscription agreement and related party transactions with specific objects published in the securities times and cninfo.com on May 24, 2022.
3、 Documents for future reference
The resolution of the 16th session of the 7th session of the board of supervisors signed by the attending supervisors and stamped with the seal of the board of supervisors. It is hereby announced.
East China Engineering Science And Technology Co.Ltd(002140) board of supervisors may 23, 2022
