Information of the first extraordinary general meeting of shareholders in 2022, Shanghai, China
February, 2002
File directory
File directory 2 agenda 3. Notice to the meeting 4 proposal 1: proposal on the Pnc Process Systems Co.Ltd(603690) fourth stock option and restricted stock incentive plan (Draft) and its summary 6 proposal 2: proposal on the administrative measures for the implementation and assessment of the Pnc Process Systems Co.Ltd(603690) fourth stock option and restricted stock incentive plan 6 proposal 3: proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the fourth phase of stock option and restricted stock incentive plan of the company seven
Agenda of the meeting
1、 Meeting time
On site meeting: 14:30 PM, February 28, 2022
Online voting: the online voting system of Shanghai Stock Exchange will be adopted on February 28, 2022. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders. 2、 Venue: No. 170, Zihai Road, Minhang District, Shanghai. 3、 Moderator of the meeting: Jiang Yuan, chairman and general manager IV. agenda of the meeting: (I) commencement of the meeting 1. The moderator announces the commencement of the meeting 2. The Secretary of the board of directors introduces the shareholders and guests at the meeting and the instructions to the meeting (II) elects the scrutineer and vote counter (III) reads out the proposals of the general meeting of shareholders (IV) deliberates and votes on the proposals 1. Speeches and questions by shareholders or shareholder representatives 2 The chairman of the meeting, directors, supervisors and other senior managers of the company answered questions 3. Shareholders' voting (V) announced the adjournment of the on-site meeting, and the vote counting (VI) the scrutineer read out the vote counting results (VII) the lawyers attending the meeting expressed their opinions on the procedures and voting results of the shareholders' meeting (VIII) read out the resolutions of the shareholders' meeting, and the directors attending the meeting signed the meeting documents (IX) the chairman of the meeting announced the closure of the meeting
Notice of meeting
In order to safeguard the legitimate rights and interests of all shareholders of the company and ensure the normal order and efficiency of the general meeting of shareholders, in accordance with the relevant provisions of the company law, the securities law, the articles of association and the rules for the general meeting of shareholders of listed companies, the instructions to the meeting are hereby formulated. All personnel attending the general meeting of shareholders are invited to comply with:
1、 In accordance with the company law, the securities law, the rules of the general meeting of shareholders of listed companies, the articles of association and the rules of procedure of the general meeting of shareholders of the company, the company has earnestly done a good job in convening this general meeting of shareholders.
2、 The board of directors of the company shall earnestly perform its statutory duties and safeguard the legitimate rights and interests of shareholders during the convening of this general meeting of shareholders.
3、 All shareholders or shareholders' agents attending the general meeting of shareholders shall enjoy various rights according to law. At the same time, it shall earnestly perform its legal obligations, not infringe upon the rights and interests of other shareholders and not disturb the normal procedures of the general meeting.
4、 In order to ensure the seriousness and normal order of this meeting and effectively safeguard the legitimate rights and interests of shareholders, shareholders attending the on-site meeting (including shareholder representatives, the same below) must bring relevant certificates and arrive at the venue in advance to register and sign in. Those who fail to provide valid certificates and sign in shall not participate in on-site voting and speech. In addition to the shareholders, directors, supervisors, senior managers of the company attending the meeting, witness lawyers hired by the company, relevant staff and personnel invited by the board of directors, the company has the right to refuse other personnel to enter the venue according to law. 5、 Shareholders attending the meeting shall enjoy the right to speak, question and vote according to law. Shareholders must abide by the order of the venue and accept the unified arrangement of the company when they need to speak. During the convening of the general meeting, if shareholders prepare to speak in advance, they shall register with the conference affairs group of the general meeting in writing; If a shareholder requests to speak temporarily, he / she shall first apply in writing to the meeting affairs group of the general meeting, which can be carried out only with the permission of the chairman of the general meeting.
6、 When speaking at the general meeting, shareholders shall focus on the proposals considered at the general meeting and be concise. Each shareholder shall not speak more than 2 times and each time shall not exceed 3 minutes. When speaking, the name of shareholders and the amount of shares held shall be reported first. The chairman may arrange directors, supervisors and other senior managers of the company to answer the questions raised by shareholders. The chairman of the shareholders' meeting or relevant personnel designated by him have the right to refuse to answer questions that have nothing to do with the topics of the shareholders' meeting or will disclose the company's trade secrets and / or insider information and damage the common interests of the company and shareholders.
7、 The voting of the proposals of the general meeting of shareholders adopts the combination of on-site open voting and online voting. The shareholders' meeting will provide online voting platform to the shareholders of the company through the online voting system of Shanghai Stock Exchange. The shareholders of the company can either participate in on-site voting or participate in online voting through the online voting system of Shanghai stock exchange during online voting time. The voting matters are as follows:
1. Those who participate in the deliberation of the proposal of the general meeting of shareholders are the shareholders registered on the equity registration date of the general meeting of shareholders. Such shareholders can participate in online voting during online voting time or at the meeting site.
2. All shareholders participating in the on-site open ballot shall fill in the number of voting shares and sign their names on the ballot.
3. All shareholders participating in the on-site open ballot shall fill in the votes for each proposal and exercise their voting rights. At the stage of deliberation and voting after all proposals are read out, shareholders attending the meeting can apply to the chairman of the meeting for their own questions or opinions on the contents of the proposal in writing.
4. The voting opinions of each proposal are divided into: Yes, no or abstention. Shareholders who participate in the on-site open ballot shall fill in according to the instructions of the vote. The vote that is not filled in, wrongly filled in, illegible or not voted shall be deemed as the voter's waiver of voting rights and "abstention".
5. After the deliberation and voting of all proposals, the staff of the general meeting of shareholders will withdraw the voting votes.
6. Shareholders can only choose one of on-site voting and online voting. If the same share is voted repeatedly through the on-site and online voting system or the same share is voted repeatedly in the online voting system, the first vote shall prevail. Shareholders can vote through the website of the trading platform designated by the Internet (vote. Com) Vote. Please refer to the operation instructions of relevant voting platforms for specific operations.
8、 In order to ensure the order of the venue, please turn off your mobile phone or adjust to the vibration state after entering the venue. Except for the staff of the conference affairs group, audio recording, photographing or video recording are not allowed. Please do not make any noise in the venue. The staff have the right to stop the acts of disturbing the order of the venue, making trouble and infringing on the legitimate interests of other shareholders, and report to the relevant departments for investigation and punishment in time.
9、 After the general meeting of shareholders, if shareholders have any questions or suggestions, please contact the office of the board of directors of the company.
Proposal 1: proposal on the Pnc Process Systems Co.Ltd(603690) fourth stock option and restricted stock incentive plan (Draft) and its abstract. Shareholders:
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 by the company on the website of Shanghai Stock Exchange on February 8, 2022 for details.
This proposal has been deliberated and adopted at the 15th meeting of the Fourth Board of directors of the company, and is now submitted to the general meeting of shareholders for deliberation. Proposal 2: proposal on the administrative measures for the implementation and assessment of the Pnc Process Systems Co.Ltd(603690) fourth stock option and restricted stock incentive plan. Shareholders:
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 by the company on the website of Shanghai Stock Exchange on February 8, 2022.
This proposal has been deliberated and adopted at the 15th meeting of the Fourth Board of directors of the company, and is now submitted to the general meeting of shareholders for deliberation.
Proposal 3: proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the fourth phase of stock option and restricted stock incentive plan of the company. Shareholders:
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. Authorize the board of directors to review and confirm the stock option exercise qualification and restricted stock release qualification, exercise conditions / release conditions granted to the incentive object, and agree that the board of directors will authorize the remuneration and assessment committee of the board of directors to exercise this right;
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 has been deliberated and adopted at the 15th meeting of the Fourth Board of directors of the company, and is now submitted to the general meeting of shareholders for deliberation.
Pnc Process Systems Co.Ltd(603690) board of directors
