Yunnan Energy New Material Co.Ltd(002812)
Announcement of resolutions of the 41st meeting of the 4th board of directors
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
The 41st meeting of the 4th board of directors (hereinafter referred to as “the meeting” or “the meeting”) of Yunnan Energy New Material Co.Ltd(002812) (hereinafter referred to as “the company”) was held at 10 a.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. The meeting was presided over by the chairman, Mr. Paul Xiaoming Lee. The notice of the meeting was notified to all directors, supervisors and senior managers by telephone, e-mail and written notice on January 21, 2022. Nine directors should attend the meeting, and nine directors actually attended the meeting (including Paul Xiaomi ng Lee, director Alex Cheng, independent director Tang Changjiang, independent director Lu Jiankai and independent director Zheng Haiying). Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of this meeting comply with the relevant provisions of 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 proposals one by one by open ballot:
(I) deliberated and passed the proposal on not redeeming “Enjie convertible bonds” in advance
Review results: after voting, there were 9 affirmative votes, 0 negative votes and 0 abstention votes.
The company’s announcement on not redeeming “Enjie convertible bonds” in advance (Announcement No.: 2022-013) is detailed in China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN., the same below).
(II) deliberated and passed the proposal on daily connected transactions expected in 2022
The independent directors of the company have expressed their prior approval opinions and independent opinions on this matter. See cninfo.com for details.
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.
This proposal involves related party transactions, and related directors Mr. Paul Xiaoming Lee, Mr. Li Xiaohua and Ms. Yan Ma abstained from voting.
Review results: after voting, there were 6 affirmative votes, 0 negative votes and 0 abstention votes.
See China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com for details of the company’s announcement on daily related party transactions in 2022 (Announcement No.: 2022-014). (III) deliberated and passed the proposal on terminating the repurchase of shares of the company
The independent directors of the company have expressed their independent opinions on this proposal. See cninfo.com for details. Review results: after voting, there were 9 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.
(IV) the proposal on the company’s 2022 stock option and restricted stock incentive plan (Draft) and its summary was deliberated and adopted
The independent directors of the company have expressed their independent opinions on this proposal, and the board of supervisors of the company has issued verification opinions on this proposal. For details, please refer to cninfo.com.
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 9 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.
(V) deliberated and passed 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
The independent directors of the company have expressed their independent opinions on this proposal, and the board of supervisors of the company has issued verification opinions on this proposal. For details, please refer to cninfo.com.
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.
(VI) deliberated and passed the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive
In order to implement the company’s 2022 stock option and restricted stock incentive plan (hereinafter referred to as “the incentive plan”), 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 2022 stock option and restricted stock incentive plan:
(1) Authorize the board of directors to determine the grant date of stock option and restricted stock incentive plan;
(2) Authorize the board of directors to adjust the number of stock options and restricted shares according to the methods specified in the stock option and restricted stock incentive plan when the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and so on;
(3) Authorize the board of directors to adjust the exercise price / grant price and repurchase price according to the methods specified in the stock option and 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 grant stock options and restricted shares to the incentive object when the incentive object meets the conditions, and handle all matters necessary for the grant of stock options and restricted shares, including but not limited to signing the equity incentive agreement with the incentive object;
(5) Authorize the board of directors to review and confirm the exercise or lifting of the restricted sales qualification, exercise or lifting of the restricted sales conditions of the incentive object, 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 exercise its rights or lift the sales restriction;
(7) Authorize the board of directors to handle all matters necessary for the exercise of rights or the lifting of restrictions on sales of incentive objects, including but not limited to applying to the stock exchange for exercise of rights or the lifting of restrictions on sales, and applying to the registration and settlement company for handling relevant registration and settlement businesses;
(8) Authorize the board of directors to handle the lock-in of restricted shares and subject-matter shares that have not yet been lifted;
(9) Authorize the board of directors to implement the change and termination of the stock option and restricted stock incentive plan, including but not limited to canceling the exercise or lifting the restriction qualification of the incentive object, canceling the stock option of the incentive object that has not been exercised, and repurchase and cancel the restricted stock of the incentive object that has not been lifted, Handle the compensation and inheritance of the stock options of the deceased incentive object that have not been exercised or the restricted shares whose sales restrictions have not been lifted, and terminate the incentive plan;
(10) Authorize the board of directors to manage and adjust the company’s 2022 stock option and restricted stock 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;
(11) Sign, execute and amend any agreements related to stock options and restricted stock incentive plans; (12) To request the general meeting of shareholders to authorize the board of directors to appoint financial advisers, receiving banks, accountants, lawyers, securities companies and other intermediaries for the implementation of the stock option and restricted stock incentive plan;
(13) Authorize the board of directors to implement other necessary matters required by the stock option and restricted stock incentive plan, except the rights to be exercised by the general meeting of shareholders specified in relevant documents;
(14) Go through the formalities of examination and approval, registration, filing, approval and consent with relevant governments and institutions for stock options and restricted stock incentive plans; Sign, execute, modify and complete the documents submitted to relevant government agencies, organizations and individuals; And do all acts that it deems necessary, appropriate or appropriate in connection with this equity incentive plan;
(15) 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 validity of this stock option and 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 and regulations of China Securities Regulatory Commission, 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 the appropriate person authorized by him on behalf of the board of directors.
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 9 affirmative votes, 0 negative votes and 0 abstention votes.
(VII) the proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company plans to hold the second extraordinary general meeting of shareholders in 2022 in the conference room on the third floor of Yunnan Hongta Plastic Co., Ltd. on February 14, 2022 to consider the above matters that must be submitted to the general meeting of shareholders for deliberation.
The independent directors of the company solicit entrusted voting rights from all shareholders for the 2022 stock option and restricted stock incentive plan of the company.
Review results: after voting, there were 9 affirmative votes, 0 negative votes and 0 abstention votes.
For details of the notice on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-016) and the announcement on public solicitation of entrusted voting rights by independent directors (Announcement No.: 2022-017), please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo.com.
3、 Documents for future reference
1. Resolutions of the 41st meeting of the 4th board of directors of the company;
2. Prior approval opinions of the independent directors of the company on matters related to the 41st meeting of the Fourth Board of directors of the company;
3. Independent opinions of the company’s independent directors on matters related to the 41st meeting of the Fourth Board of directors.
It is hereby announced.
Yunnan Energy New Material Co.Ltd(002812) board of directors January 24, 2002
