Securities code: 300846 securities abbreviation: Capitalonline Date Service Co.Ltd(300846) Announcement No.: 2022-033 Capitalonline Date Service Co.Ltd(300846)
Announcement on the resolution of the third meeting of the Fifth Board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings held
The third meeting of the Fifth Board of directors of Capitalonline Date Service Co.Ltd(300846) (hereinafter referred to as "the company") was held in the company's conference room on February 15, 2022 in a combination of on-site and communication. The notice of the meeting was sent to all directors by mail on February 10, 2022, and all Directors confirmed receipt. The meeting was presided over by Mr. Qu Ning, chairman of the company. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting. The convening, convening and proposal deliberation procedures of this meeting comply with the company law of the people's Republic of China, the Capitalonline Date Service Co.Ltd(300846) articles of Association (hereinafter referred to as the "articles of association") and other relevant provisions, and the meeting procedures and results are legal and effective.
2、 Voting at the meeting
After deliberation by the directors attending the meeting, the following proposals were adopted by voting:
(I) deliberated and passed the proposal on adjusting the amount of funds raised for projects invested by issuing shares to specific objects
The net amount of funds actually raised in this issuance to specific objects is RMB 699141208.73. In order to ensure the construction fund demand of important investment projects with raised funds, the company adjusts the actual amount of funds raised in investment projects with raised funds according to the actual net amount of funds raised, The adjustment is in line with the actual business needs of the company and the provisions of relevant laws, regulations and normative documents, and in line with the interests of the company and all shareholders.
Voting result: 7 affirmative votes; 0 votes against; The motion was passed with 0 abstention.
This proposal does not need to be submitted to the general meeting of shareholders for deliberation, and the recommendation institution Citic Securities Company Limited(600030) has issued verification opinions. See the company's website at cninfo.com for details（ http://www.cn.info.com.cn. ）The announcement on adjusting the amount of funds raised for the project of issuing shares to specific objects.
(II) deliberated and passed the proposal on and its summary
In order to further establish and improve the company's long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company's core team, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, According to relevant laws and regulations, the company has formulated the Capitalonline Date Service Co.Ltd(300846) 2022 restricted stock incentive plan (Draft) and its summary.
Related directors Mr. Zhao Yongzhi, Ms. Yang Liping and Ms. sun Xiaoyan are the incentive objects of this incentive plan and have avoided voting.
Voting result: 4 votes in favor; 0 votes against; The motion was passed with 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders for deliberation, and shall be adopted by more than two-thirds of the voting rights held by non affiliated shareholders (including shareholders' agents) attending the general meeting of shareholders.
For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn./ ）The Capitalonline Date Service Co.Ltd(300846) 2022 restricted stock incentive plan (Draft) and the summary of Capitalonline Date Service Co.Ltd(300846) 2022 restricted stock incentive plan (Draft).
(III) deliberated and passed the proposal on formulating the measures for the administration of assessment of the implementation of the restricted stock incentive plan in Capitalonline Date Service Co.Ltd(300846) 2022
In order to ensure the smooth implementation of the company's restricted stock incentive plan in 2022 and the realization of the company's development strategy and business objectives, in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of equity incentive of listed companies and other laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company, The Capitalonline Date Service Co.Ltd(300846) 2022 restricted stock incentive plan implementation assessment management measures are hereby formulated.
Related directors Mr. Zhao Yongzhi, Ms. Yang Liping and Ms. sun Xiaoyan are the incentive objects of this incentive plan and have avoided voting.
Voting result: 4 votes in favor; 0 votes against; The motion was passed with 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders for deliberation, and shall be adopted by more than two-thirds of the voting rights held by non affiliated shareholders (including shareholders' agents) attending the general meeting of shareholders.
For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn./ ）Administrative measures for the implementation and assessment of Capitalonline Date Service Co.Ltd(300846) 2022 restricted stock incentive plan.
(IV) deliberated and adopted the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle the incentive plan for restricted shares in 2022
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. Submit to the general meeting of shareholders of the company to authorize the board of directors to be responsible for the following matters for the specific implementation of the restricted stock incentive plan: (1) authorize the board of directors to determine the grant date of the company's restricted stock incentive plan;
(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 the conversion of capital reserve into share capital, the distribution of stock dividends, the splitting or reduction of shares, and the allotment of shares;
(3) Authorize the board of directors to adjust the granting price of restricted shares in accordance with the methods specified in the 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 dividend distribution;
(4) 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 signing the restricted stock grant agreement with the incentive object; (5) Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be vested, review and confirm the vesting qualification and vesting conditions of 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 handle all matters necessary for the ownership of incentive objects, including but not limited to submitting an application for ownership 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 registration of changes in the company's registered capital;
(7) Authorize the board of directors to handle the relevant matters involved in the change and termination of the restricted stock incentive plan according to the provisions of the company's restricted stock incentive plan, including but not limited to canceling the ownership qualification of the incentive object, invalidating the restricted stock that has not been owned by the incentive object, and terminating the company's restricted stock incentive plan;
(8) Authorize the board of directors to manage and adjust the company's 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 restricted stock 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;
(9) 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 restricted stock 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 restricted stock incentive plan.
3. The general meeting of shareholders is requested to authorize the board of directors to appoint intermediary institutions such as receiving banks, accounting firms, law firms and securities companies for the implementation of the restricted stock incentive plan.
4. The above authorization shall be valid from the date of approval by the general meeting of shareholders to the duration of relevant matters.
Except for the matters that need to be passed by the resolution of the board of directors as specified in laws, administrative regulations, rules of the CSRC, normative documents, this restricted stock 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.
Related directors Mr. Zhao Yongzhi, Ms. Yang Liping and Ms. sun Xiaoyan are the incentive objects of this incentive plan and have avoided voting.
Voting result: 4 votes in favor; 0 votes against; The motion was passed with 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders for deliberation, and shall be adopted by more than two-thirds of the voting rights held by non affiliated shareholders (including shareholders' agents) attending the general meeting of shareholders.
(V) deliberated and passed the proposal on convening the second extraordinary general meeting of shareholders in 2022
The board of Directors proposes to convene the second extraordinary general meeting of shareholders in 2022 on March 4, 2022 to consider the matters to be submitted to the general meeting of shareholders for deliberation.
Voting result: 7 votes in favor; 0 votes against; The motion was passed with 0 abstention.
For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn./ ）Notice of Capitalonline Date Service Co.Ltd(300846) 2022 second extraordinary general meeting of shareholders.
The independent directors of the company have expressed their independent opinions on the above (I), (II), (III) and (IV) proposals. For details, see the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn./ ）Independent opinions of Capitalonline Date Service Co.Ltd(300846) independent directors on matters related to the third meeting of the Fifth Board of directors. 3、 Documents for future reference
(I) resolution of Capitalonline Date Service Co.Ltd(300846) the third meeting of the Fifth Board of directors;
(II) independent opinions of independent directors on Capitalonline Date Service Co.Ltd(300846) matters related to the third meeting of the Fifth Board of directors;
(III) Capitalonline Date Service Co.Ltd(300846) 2022 restricted stock incentive plan (Draft) and its abstract;
(IV) Capitalonline Date Service Co.Ltd(300846) measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2022;
(V) list of incentive objects of Capitalonline Date Service Co.Ltd(300846) 2022 restricted stock incentive plan.
It is hereby announced.
Capitalonline Date Service Co.Ltd(300846) board of directors February 16, 2022
