Securities code: 603690 securities abbreviation: Pnc Process Systems Co.Ltd(603690) Announcement No.: 2022-011 Pnc Process Systems Co.Ltd(603690)
Announcement of resolutions of the 15th meeting of the 4th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
The board of directors of Pnc Process Systems Co.Ltd(603690) (hereinafter referred to as “the company”) has issued the notice of the 15th meeting of the Fourth Board of directors to all directors on February 2, 2022. The 15th meeting of the 4th board of directors was held on the morning of February 7, 2022 in the form of on-site combined communication. The meeting was presided over by Ms. Jiang Yuan, chairman and general manager. At the meeting, there are 5 directors who should vote and 5 directors who actually vote. Supervisors and other relevant personnel of the company shall attend the meeting as nonvoting delegates. The convening of the meeting complies with the provisions of the company law and the articles of association, and the resolutions made are legal and valid.
2、 Deliberations of the board meeting
1. The proposal on and its summary was deliberated and adopted
Voting results: 5 in favor, 0 against and 0 abstention.
In order to further improve the corporate governance structure, promote the company to establish and improve the long-term incentive mechanism and restraint mechanism, enhance the sense of responsibility and mission of the company’s management team and core backbone for the sustainable and healthy development of the company, effectively combine the interests of shareholders, the company and core employees, and ensure the realization of the company’s development objectives, the company The securities law, the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association, have formulated the Pnc Process Systems Co.Ltd(603690) fourth stock option and restricted stock incentive plan (Draft) and its summary, and it is planned to grant 1.32 million stock options and 1.08 million restricted shares for the first time.
See the Pnc Process Systems Co.Ltd(603690) fourth stock option and restricted stock incentive plan (Draft) and its abstract disclosed on the website of Shanghai Stock Exchange on the same day for details.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2. The proposal on the administrative measures for the assessment of the implementation of the fourth stock option and restricted stock incentive plan of Pnc Process Systems Co.Ltd(603690) was deliberated and adopted
Voting results: 5 in favor, 0 against and 0 abstention.
In order to ensure the smooth progress of the company’s fourth stock option and restricted stock incentive plan, according to the provisions of relevant laws and regulations such as the measures for the administration of equity incentive of listed companies and the actual situation of the company, the company has formulated the measures for the administration of the implementation and assessment of the Pnc Process Systems Co.Ltd(603690) fourth stock option and restricted stock incentive plan.
For details, please refer to the administrative measures for the assessment of the implementation of the Pnc Process Systems Co.Ltd(603690) fourth stock option and restricted stock incentive plan disclosed on the website of Shanghai Stock Exchange on the same day.
This proposal still 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 fourth stock option and restricted stock incentive plan of the company was deliberated and adopted
Voting results: 5 in favor, 0 against and 0 abstention.
In order to efficiently and orderly complete the relevant matters of the fourth phase of the company’s stock option and 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 for the implementation of the fourth phase of the company’s stock option and restricted stock incentive plan:
1. Authorize the board of directors to determine the qualifications and conditions of incentive objects to participate in the incentive plan, and determine the authorization date of stock options and the grant date of restricted shares;
2. Authorize the board of directors to make corresponding adjustments to the number of subject-matter rights and interests involved and the grant / exercise price according to the methods specified in this incentive plan when the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the subdivision or reduction of shares, the allotment of shares, the distribution of dividends, etc;
3. Authorizes the board of directors to adjust the repurchase quantity and repurchase price of restricted shares according to the methods specified in the equity incentive plan after the grant of restricted shares, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision, allotment, share reduction or dividend distribution;
4. Authorize the board of directors to grant rights and interests to the incentive objects and handle all matters necessary for granting rights and interests 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 settlement company for relevant registration and settlement business, amending the articles of association, handling the change registration of the company’s registered capital, etc;
5. The board of directors agrees to review the qualification of the stock grant and the exercise of the restricted rights of the stock, and the board of directors agrees to remove the restrictions on the exercise of the stock grant and the exercise of the restricted rights;
6. Authorize the board of directors to decide whether the incentive object can exercise the right / lift the sales restriction;
7. Authorize the board of directors to handle all matters necessary for the exercise / lifting of restrictions on sales of incentive objects, including but not limited to applying to the stock exchange for exercise / lifting of restrictions on sales, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association, handling the registration of changes in the company’s registered capital, etc;
8. Authorize the board of directors to handle the registration of stock options that have not been exercised or the restriction on the sale of restricted shares that have not been lifted;
9. The board of directors is authorized to decide on the change and termination of the incentive plan, including but not limited to canceling the exercise and lifting the restricted sale qualification of the incentive object, canceling the stock options of the incentive object that have not been exercised, and repurchasing and canceling the restricted shares of the incentive object that have not been lifted, Handle the cancellation of stock options of deceased incentive objects that have not been exercised or the repurchase and cancellation of restricted shares whose sales restrictions have not been lifted, as well as relevant compensation and inheritance matters, and terminate the company’s incentive plan;
10. Authorize the board of directors to manage and adjust the 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 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 related to this incentive plan and other relevant agreements;
12. Authorize the board of directors to go through the formalities of examination and approval, registration, filing, approval and consent with relevant authorities for this incentive plan; Including but not limited to signing, executing, modifying and completing documents submitted to relevant institutions, organizations and individuals; Amend the articles of association and handle the registration of changes in the company’s registered capital; And do all other necessary, appropriate or appropriate acts and matters related to this incentive plan;
13. Request the general meeting of shareholders to authorize the board of directors to appoint accountants, lawyers, securities companies and other intermediaries for the implementation of the incentive plan;
14. 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 incentive plan;
15. Authorize the board of directors to implement other necessary matters required by this incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents.
Except for the matters that need to be approved by the resolution of the board of directors as specified in laws, regulations and other normative documents, this 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.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
4. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
Voting results: 5 in favor, 0 against and 0 abstention.
The company plans to hold the first extraordinary general meeting of shareholders in 2022 by means of on-site and online voting at No. 170, Zihai Road, Minhang District, Shanghai at 14:30 p.m. on February 28, 2022 to consider matters related to the company’s fourth stock option and restricted stock incentive plan.
See Pnc Process Systems Co.Ltd(603690) notice on convening the first extraordinary general meeting of shareholders in 2022 disclosed on the website of Shanghai Stock Exchange on the same day for details.
It is hereby announced.
Pnc Process Systems Co.Ltd(603690) board of directors February 8, 2022
