Securities code: 002573 securities abbreviation: Beijing Spc Environment Protection Tech Co.Ltd(002573) Announcement No.: 2022-009 Beijing Spc Environment Protection Tech Co.Ltd(002573)
Announcement on resolutions of the 33rd meeting of the 5th 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、 Convening of board meeting
The notice of the 33rd meeting of the Fifth Board of directors of Beijing Spc Environment Protection Tech Co.Ltd(002573) (hereinafter referred to as “the company”) was sent on January 19, 2022 by information, e-mail and telephone. The meeting of the board of directors was held by means of communication voting on January 23, 2022. There were 7 directors who should attend the board meeting, and 7 directors actually attended the meeting. The meeting of the board of directors was convened and presided over by Mr. Zou Aiai, chairman of the board of directors. The convening of the board meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
(I) the proposal on and its summary was deliberated and adopted by 5 votes in favor, 0 against and 0 abstention
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of directors, senior managers and core backbone, and effectively combine the interests of shareholders, the company and employees, In accordance with the measures for the administration of equity incentive of listed companies, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China), the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies, the guidelines for the implementation of equity incentive by central enterprise controlled listed companies, the articles of association and other relevant provisions, The restricted stock incentive plan for Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 (Draft) and its abstract (hereinafter referred to as the “incentive plan”) are formulated in combination with the current salary system, performance appraisal system and other management systems of the company.
Mr. Zou Aiai, a related director, is the incentive object of this incentive plan, and Ms. Tong Jing, a close relative of the related director, is the incentive object of this incentive plan, so she avoids voting on this proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
The Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan (Draft) and its abstract are detailed in cninfo (www.cn. Info. Com. CN.).
See http://www.cn.info.com.cn for the independent opinions of independent directors on relevant matters of the 33rd meeting of the 5th board of directors.
(II) the proposal on the measures for the administration of the implementation of the restricted stock incentive plan in Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 was considered and adopted by 5 votes in favor, 0 against and 0 abstention
In order to ensure the smooth implementation of the company’s incentive plan, the company has formulated the management measures for the implementation and assessment of Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan in accordance with relevant laws, administrative regulations, normative documents and the articles of association and in combination with the actual situation of the company.
Mr. Zou Aiai, a related director, is the incentive object of this incentive plan, and Ms. Tong Jing, a close relative of the related director, is the incentive object of this incentive plan, so she avoids voting on this proposal.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
See http://www.cn.info.com.cn for details of the management measures for the implementation and assessment of the restricted stock incentive plan of Beijing Beijing Spc Environment Protection Tech Co.Ltd(002573) Technology Co., Ltd. in 2022.
(III) the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive was deliberated and adopted with 5 votes in favor, 0 votes against and 0 abstentions
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 company’s restricted stock incentive plan:
1. The general meeting of shareholders of the company is requested to authorize the board of directors to be responsible for the following matters for the specific implementation of the equity incentive plan:
(1) Authorize the board of directors to determine the qualifications and conditions for the incentive objects to participate in the restricted stock incentive plan, determine the list of incentive objects and their grant quantity, determine the grant price of the underlying shares, and determine the grant date of the restricted shares;
(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 conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment, etc;
(3) Authorize the board of directors to adjust the grant price of restricted shares according to 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, stock subdivision or reduction, allotment and dividend distribution;
(4) Authorize the board of directors to adjust the shares of restricted shares that the incentive object waives to subscribe for before the grant of restricted shares;
(5) Authorize the board of directors to grant restricted shares to the incentive object when the incentive object meets the conditions and handle all matters necessary for the grant of restricted shares, including but not limited to submitting an application for grant to the stock exchange, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association, and handling the change registration of the company’s registered capital;
(6) Authorize the board of directors to review and confirm whether the company and incentive objects meet the conditions for lifting the restrictions on the sale of restricted shares, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
(7) Authorize the board of directors to handle all matters necessary for the repurchase and cancellation of restricted shares listed in the company’s restricted stock incentive plan, including but not limited to the amendment of the articles of association and the registration of changes in the company’s registered capital;
(8) 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 change registration of the company’s registered capital;
(9) Authorize the board of directors to adjust the repurchase quantity or repurchase price of restricted shares in the event of the company’s conversion of capital reserve to share capital, distribution of stock dividends, stock subdivision, stock reduction, dividend distribution, allotment, etc;
(10) Authorize the board of directors to deal with the restricted shares granted to the incentive object that have been or have not been lifted in case of resignation, retirement, death and other special circumstances according to the provisions of the company’s restricted stock incentive plan;
(11) Authorize the board of directors to adjust the performance evaluation of the company’s restricted stock incentive plan according to the actual situation, and the enterprises that need to be adjusted for special reasons in the classification of the same industry;
(12) Authorize the board of directors to sign, execute, modify and terminate any agreement related to the equity incentive plan and other relevant agreements;
(13) 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 this 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;
(14) If the company law, the securities law, the measures for the administration of equity incentive of listed companies, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China) and other laws, regulations, rules and normative documents are amended, the board of directors is authorized to adjust the relevant contents of the share incentive plan according to such amendments;
(15) 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.
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 governments and institutions on this equity incentive plan; Sign, implement, modify and complete the documents submitted to relevant governments, institutions, 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 intermediary institutions such as receiving banks, accountants, lawyers and securities companies 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 this equity incentive plan.
Except for the matters that need to be adopted by the board of directors as specified in laws, administrative regulations, rules of the CSRC, normative documents, this equity incentive plan or the articles of association, other 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.
Mr. Zou Aiai, a related director, is the incentive object of this incentive plan, and Ms. Tong Jing, a close relative of the related director, is the incentive object of this incentive plan. This proposal avoids voting.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3、 Documents for future reference
(I) resolutions of the 33rd meeting of the 5th board of directors of the company;
(II) independent opinions of independent directors on relevant matters of the 33rd meeting of the Fifth Board of directors.
It is hereby announced.
Beijing Spc Environment Protection Tech Co.Ltd(002573) board of directors January 23, 2002
