Securities code: 000723 securities abbreviation: Shanxi Meijin Energy Co.Ltd(000723) Announcement No.: 2022-005 Shanxi Meijin Energy Co.Ltd(000723)
Announcement on resolutions of the 27th meeting of the ninth 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、 Basic information of the meeting
Shanxi Meijin Energy Co.Ltd(000723) (hereinafter referred to as "the company") the notice of the 27th meeting of the ninth board of directors was sent in the form of communication on January 11, 2022, and the meeting was held in the form of communication on January 21, 2022. 9 directors should attend the meeting, including 3 independent directors, and 9 actually attended the meeting. The meeting was presided over by Mr. Yao Jinlong, chairman of the board of directors, and the supervisors and senior executives of the company attended the meeting as nonvoting delegates. The convening and voting procedures of the meeting comply with the relevant provisions of the company law, the securities law and the articles of association. After deliberation by the directors attending the meeting, the following proposal was unanimously adopted.
2、 Matters considered at the meeting
1. Deliberated and passed the proposal on and its summary
In accordance with the measures for the administration of equity incentive of listed companies and the articles of association, the company has formulated the restricted stock incentive plan (Draft) for Shanxi Meijin Energy Co.Ltd(000723) 2022. For details, see the company's http://www.cn.info.com.cn. On the same day Disclosure announcement.
The directors Mr. Zhu Qinghua, Ms. Zheng Caixia and Mr. Liang Gangming are the incentive objects participating in the restricted stock incentive plan, are affiliated directors, and have avoided voting.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
2. Deliberated and passed the proposal on the administrative measures for the implementation and assessment of the restricted stock incentive plan in 2022
In accordance with the measures for the administration of equity incentive of listed companies and the articles of association, the company has formulated the measures for the administration of the assessment of the implementation of Shanxi Meijin Energy Co.Ltd(000723) 2022 restricted stock incentive plan. For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Disclosure announcement.
The directors Mr. Zhu Qinghua, Ms. Zheng Caixia and Mr. Liang Gangming are the incentive objects participating in the restricted stock incentive plan, are affiliated directors, and have avoided voting.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
3. The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2022 was reviewed and adopted
In order to implement the company's restricted stock incentive plan, the board of directors of the company requests the general meeting of shareholders of the company to authorize the board of directors to handle the following matters related to the company's restricted stock incentive plan:
1. Authorize the board of directors to determine the grant date of the restricted stock incentive plan;
2. Authorize the board of directors to adjust the number of restricted shares in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division or reduction of shares, and the allotment of shares;
3. Authorize the board of directors to adjust the grant price / repurchase price in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, division or reduction of shares, allotment of shares, dividend distribution, etc;
4. Authorize the board of directors to grant restricted shares to the incentive objects and handle all matters necessary for the grant of restricted shares when the incentive objects meet the conditions, including but not limited to submitting an application for grant to the stock exchange, applying to the registration and Clearing Company for handling relevant registration and clearing business, amending the articles of association, handling the change registration of the company's registered capital, etc;
5. Authorize the board of directors to review and confirm the incentive object's qualification for lifting the sales restriction and the conditions for lifting the sales restriction, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
6. Authorize the board of directors to decide whether the incentive object can lift the sales restriction;
7. Authorize the board of directors to handle all matters necessary for the incentive object to lift the sales restriction, including but not limited to applying to the stock exchange for lifting the sales restriction, applying to the registration and settlement company for handling relevant registration and settlement business, amending the articles of association and handling the registration of changes in the company's registered capital;
8. Authorize the board of directors to handle the restricted stock sales that have not been lifted;
9. Authorize the board of directors to decide on the change and termination of the restricted stock incentive plan, including but not limited to canceling the restricted stock of the incentive object, repurchase and cancel the restricted stock of the incentive object that has not been lifted, handle the compensation and inheritance of the restricted stock of the deceased incentive object that has not been lifted, and terminate the company's restricted stock incentive plan;
10. Authorize the board of directors to manage and adjust the company's restricted stock 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 the restricted stock incentive plan. However, if laws, regulations or relevant regulatory authorities require such amendments to be approved by the general meeting of shareholders or relevant regulatory authorities, such amendments by the board of directors must be approved accordingly;
11. Authorize the board of directors to sign, execute, modify and terminate any agreement and other relevant documents related to the restricted stock incentive plan; Go through the formalities of examination and approval, registration, filing, approval and consent with relevant government departments and regulatory authorities for the equity incentive plan; Sign, execute, modify and complete the documents submitted to relevant government departments, regulatory agencies, organizations and individuals; And do all acts it deems necessary, appropriate or appropriate in connection with the restricted stock incentive plan;
12. Authorize the board of directors to implement other necessary matters required by the restricted stock incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents;
13. The general meeting of shareholders of the company shall agree that the period of authorization to the board of directors shall be consistent with the period of validity of the restricted stock incentive plan. Except for the matters that need to be adopted by the board of directors as specified in laws, administrative regulations, rules, normative documents, restricted stock incentive plan or the articles of association, the above authorized 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.
The directors Mr. Zhu Qinghua, Ms. Zheng Caixia and Mr. Liang Gangming are the incentive objects participating in the restricted stock incentive plan, are affiliated directors, and have avoided voting.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
3、 Documents for future reference
1. The resolution of the 27th meeting of the 9th board of directors signed and sealed by the participating directors.
It is hereby announced.
Shanxi Meijin Energy Co.Ltd(000723) board of directors January 21, 2022
