Securities code: 002812 stock abbreviation: Yunnan Energy New Material Co.Ltd(002812) Announcement No.: 2022-018 bond Code: 128095 bond abbreviation: Enjie convertible bonds
Yunnan Energy New Material Co.Ltd(002812)
Announcement of the resolution of the 35th meeting of the 4th board of supervisors
The company and all directors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Yunnan Energy New Material Co.Ltd(002812) (hereinafter referred to as “the company”) has sent a notice on convening the 35th meeting of the Fourth Board of supervisors (hereinafter referred to as “the meeting”) to all supervisors of the company by e-mail on January 21, 2022. The meeting was held at 13:00 p.m. on January 24, 2022 in the conference room on the third floor of Shanghai Enjie New Material Technology Co., Ltd., the holding subsidiary of the company. There are three supervisors who should attend the meeting and three supervisors who actually attend the meeting, which are presided over by Mr. Zhang Tao, chairman of the board of supervisors. The meeting was convened and held in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Yunnan Energy New Material Co.Ltd(002812) articles of Association (hereinafter referred to as the “articles of association”).
2、 Deliberations of the board meeting
The meeting deliberated and adopted the following resolutions one by one by open ballot:
(I) deliberated and passed the proposal on daily connected transactions expected in 2022
After review, the board of supervisors held that the related party transactions of the company in 2021 ensured the normal operation of the company’s production and operation, followed the principles of objective, fair and fair transactions, strictly implemented the provisions of relevant laws, regulations and normative documents, performed the corresponding legal procedures, and passed the voting under the avoidance of related parties, It does not harm the interests of the company and other shareholders, especially minority shareholders. The company has predicted the related party transactions in 2022. The continuous daily related party transactions between the company and related parties are conducted due to the normal business needs of the company and operate according to the market-oriented principle, follow the fair price and conditions, and comply with the relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, There is no situation that damages the interests of the company and all shareholders.
The proposal must be submitted to the second extraordinary general meeting of the company in 2022 for deliberation and passed by more than 2 / 3 (including) of the voting rights held by the shareholders attending the meeting.
Review results: after voting, there were 3 affirmative votes, 0 negative votes and 0 abstention votes.
Securities code: 002812 stock abbreviation: Yunnan Energy New Material Co.Ltd(002812) Announcement No.: 2022-018 bond Code: 128095 bond abbreviation: Enjie convertible bonds
The company’s announcement on daily connected transactions in 2022 (Announcement No.: 2022-014) is detailed in China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN., the same below).
(II) deliberated and passed the proposal on terminating the repurchase of shares of the company
After review, the board of supervisors held that the termination of the repurchase of the company’s shares was that the company was unable to meet the repurchase conditions because the current share price was continuously higher than the upper limit of the repurchase price. At the same time, due to the company’s plan to implement the equity incentive plan, it decided to terminate the repurchase plan after careful consideration. The decision-making procedure complies with relevant laws, regulations and the articles of association. The termination of share repurchase will not damage the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, and will not have an adverse impact on the normal production, operation and financial status of the company.
Review results: after voting, there were 3 affirmative votes, 0 negative votes and 0 abstention votes.
The company’s announcement on terminating the repurchase of company shares (Announcement No.: 2022-015) is detailed in China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com.
(III) the proposal on the company’s 2022 stock option and restricted stock incentive plan (Draft) and its summary was deliberated and adopted
After review, the board of supervisors believes that the contents of this incentive plan comply with the provisions of relevant laws, regulations, departmental rules and normative documents such as the company law, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies and so on. The implementation of this incentive plan will be conducive to the sustainable development of the company, and there will be no damage to the interests of the company and all shareholders.
This proposal needs to be submitted to the second extraordinary general meeting of the company in 2022 for deliberation and passed by more than 2 / 3 (including) of the voting rights held by the shareholders attending the meeting.
Review results: after voting, there were 3 affirmative votes, 0 negative votes and 0 abstention votes.
The company’s 2022 stock option and restricted stock incentive plan (Draft) is detailed on cninfo.com, and the company’s 2022 stock option and restricted stock incentive plan (Draft) summary is detailed on China Securities Journal, Shanghai Securities Journal, securities times, securities daily and cninfo.com.
(IV) the proposal on formulating the management measures for the implementation and assessment of the company’s stock option and restricted stock incentive plan in 2022 was deliberated and adopted
After review, the board of supervisors believes that the company’s measures for the administration of the implementation and assessment of the 2022 stock option and restricted stock incentive plan conforms to the relevant national regulations and the actual situation of the company, can ensure the smooth implementation of the incentive plan, will further improve the corporate governance structure, form a good and balanced value distribution system, and establish
Securities code: 002812 stock abbreviation: Yunnan Energy New Material Co.Ltd(002812) Announcement No.: 2022-018 bond Code: 128095 bond abbreviation: Enjie convertible bonds
Benefit sharing and restraint mechanism between shareholders and company employees.
This proposal must be submitted to the second extraordinary general meeting of the company in 2022 for deliberation and approved by more than 2 / 3 (including) of the voting rights held by the shareholders attending the meeting.
Review results: after voting, there were 9 affirmative votes, 0 negative votes and 0 abstention votes.
See cninfo.com for details of the company’s management measures for the implementation and assessment of stock option and restricted stock incentive plan in 2022.
(V) deliberated and passed the proposal on verifying the list of incentive objects of the company’s stock option and restricted stock incentive plan in 2022
After the preliminary review of the list of incentive objects to be granted, the board of supervisors believes that:
1. The personnel listed in the list of incentive objects of the company’s equity incentive plan have the qualifications specified in the company law and other laws, regulations, normative documents and the articles of association.
2. The incentive object does not have the situation that it is not allowed to be an incentive object as stipulated in Article 8 of the measures for the administration of equity incentive of listed companies:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
3. The personnel listed in the list of incentive objects of this incentive plan meet the incentive object conditions specified in the administrative measures for equity incentive of listed companies and other documents, and meet the incentive object conditions specified in the incentive plan. The incentive objects of this incentive plan do not include the company’s supervisors and independent directors; Shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children do not participate in the incentive plan.
To sum up, the incentive objects listed in the incentive plan meet the conditions specified in relevant laws, and they are legal and effective as the incentive objects of the equity incentive plan.
Review results: after voting, there were 3 affirmative votes, 0 negative votes and 0 abstention votes.
The list of incentive objects of the company’s 2022 stock option and restricted stock incentive plan is detailed on cninfo.com.
Securities code: 002812 stock abbreviation: Yunnan Energy New Material Co.Ltd(002812) Announcement No.: 2022-018 bond Code: 128095 bond abbreviation: Enjie convertible bonds
The company will publicize the names and positions of incentive objects within the company through the company’s website or other channels before the general meeting of shareholders, and the publicity period shall not be less than 10 days. The board of supervisors will disclose the audit opinions on the list of incentive objects and the explanation of their publicity five days before the shareholders’ meeting deliberates the equity incentive plan.
3、 Documents for future reference
1. Resolution of the 35th meeting of the 4th board of supervisors of the company
It is hereby announced.
Yunnan Energy New Material Co.Ltd(002812) board of directors January 24, 2002
