Securities code: 300852 securities abbreviation: Sihui Fuji Electronics Technology Co.Ltd(300852) Announcement No.: 2022-009 Sihui Fuji Electronics Technology Co.Ltd(300852)
Announcement of resolutions of the sixth meeting of the second board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
The notice of the sixth meeting of the second board of directors of Sihui Fuji Electronics Technology Co.Ltd(300852) (hereinafter referred to as "the company") was sent by e-mail, telephone, fax and other means on February 12, 2022. The meeting was held on February 16, 2022 in conference room 2 of the company by means of on-site combined with communication voting, and 6 directors should participate in the meeting, 6 directors actually participated in the meeting (including 3 directors who attended the meeting by means of communication voting). Chairman Liu Tianming presided over the meeting. The meeting was held in accordance with the company law and other laws, regulations, normative documents and the articles of association. The resolutions of the meeting were legal and effective.
2、 Deliberations of the board meeting
The company's proposal on employee stock ownership plan shall be deliberated and voted carefully in the following way: (I) the proposal on employee stock ownership plan shall be deliberated and voted carefully one by one; In order to enable the company to continue to implement the corporate vision of "becoming an international first-class enterprise with employees as operators", enable employees to establish closer long-term contact with the company, better perform the responsibilities of "operators", enhance employees' subjective enthusiasm, sense of gain and happiness, practice the concept of common prosperity, improve corporate governance and enhance the competitiveness of the company, To promote the long-term, sustainable and healthy development of the company, the company has formulated the Sihui Fuji Electronics Technology Co.Ltd(300852) phase I employee stock ownership plan (Draft) and its summary in accordance with the provisions of relevant laws and regulations and in combination with the actual situation.
For details of the above, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on February 16, 2022 The Sihui Fuji Electronics Technology Co.Ltd(300852) first phase employee stock ownership plan (Draft) and its abstract.
The independent directors of the company expressed independent opinions on this proposal.
As the affiliated directors Mr. Liu Tianming, Mr. Huang Zhicheng, Mr. Wen Yifeng and Ms. Huang Qianyi need to avoid voting on this proposal, the number of non affiliated directors after avoidance is less than three. According to the relevant provisions of the articles of association and the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, This proposal is directly submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. When the general meeting of shareholders deliberates this proposal, the related shareholders need to avoid voting.
(II) review the proposal on the company's management measures for the first phase of employee stock ownership plan;
In order to standardize the implementation of the first phase of the company's employee stock ownership plan, the management measures for the first phase of Sihui Fuji Electronics Technology Co.Ltd(300852) employee stock ownership plan are formulated in accordance with relevant laws and regulations and the articles of association.
For details of the above, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on February 16, 2022 Management measures for Sihui Fuji Electronics Technology Co.Ltd(300852) phase I employee stock ownership plan.
The independent directors of the company expressed independent opinions on this proposal.
As the affiliated directors Mr. Liu Tianming, Mr. Huang Zhicheng, Mr. Wen Yifeng and Ms. Huang Qianyi need to avoid voting on this proposal, the number of non affiliated directors after avoidance is less than three. According to the relevant provisions of the articles of association and the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, This proposal is directly submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. When the general meeting of shareholders deliberates this proposal, the related shareholders need to avoid voting.
(III) review the proposal on withdrawing the incentive fund of phase I employee stock ownership plan;
In order to further mobilize the work enthusiasm and creativity of all employees, comprehensively consider the characteristics of the company's industry, development stage, its own business situation, profitability and other factors, take into account the interests of shareholders, the company and employees, and promote all parties to pay common attention to the long-term development of the company, the company decides to withdraw the incentive fund in accordance with the provisions of the employee stock ownership plan.
Independent directors of the company expressed their opinions on this motion.
As the affiliated directors Mr. Liu Tianming, Mr. Huang Zhicheng, Mr. Wen Yifeng and Ms. Huang Qianyi need to avoid voting on this proposal, the number of non affiliated directors after avoidance is less than three. According to the relevant provisions of the articles of association and the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, This proposal is directly submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. When the general meeting of shareholders deliberates this proposal, the related shareholders need to avoid voting.
(IV) review the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's phase I employee stock ownership plan;
In order to ensure the smooth implementation of the first phase of the company's employee stock ownership plan (hereinafter referred to as the "Employee Stock Ownership Plan"), the board of directors of the company plans to submit to the general meeting of shareholders to authorize the board of directors to fully handle matters related to the employee stock ownership plan, including but not limited to the following matters:
1. Authorize the board of directors to be responsible for formulating and revising the employee stock ownership plan;
2. Authorize the board of directors to implement the employee stock ownership plan, including but not limited to nominating candidates for members of the Management Committee;
3. Authorize the board of directors to handle the change and termination of the employee stock ownership plan, including but not limited to the disqualification of the plan holder and early termination of the plan in accordance with the provisions of the employee stock ownership plan;
4. Authorize the board of directors to make a decision on the extension and early termination of the duration of the employee stock ownership plan; 5. After the ESOP is reviewed and approved by the general meeting of shareholders of the company, if there are changes in relevant laws, regulations and policies within the implementation period, the board of directors is authorized to make corresponding adjustments to the ESOP in accordance with the new laws, regulations and policies;
6. Authorize the board of directors to handle the procedures related to securities and capital accounts involved in the employee stock ownership plan and all matters related to the locking, unlocking and distribution of purchased shares;
7. Authorize the board of directors to draft and sign the agreement documents related to the employee stock ownership plan;
8. Authorize the board of directors to explain the employee stock ownership plan;
9. Authorize the board of directors to handle other necessary matters required by the employee stock ownership plan, except the rights to be exercised by the general meeting of shareholders specified in relevant documents.
The above authorization shall be valid from the date of adoption of the general meeting of shareholders to the date of completion of the implementation of the employee stock ownership plan. 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, the employee stock ownership 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.
As the affiliated directors Mr. Liu Tianming, Mr. Huang Zhicheng, Mr. Wen Yifeng and Ms. Huang Qianyi need to avoid voting on this proposal, the number of non affiliated directors after avoidance is less than three. According to the relevant provisions of the articles of association and the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, This proposal is directly submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
When the general meeting of shareholders deliberates this proposal, the related shareholders need to avoid voting.
(V) deliberated and passed the proposal on convening the first extraordinary general meeting of shareholders in 2022;
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Notice on convening the first extraordinary general meeting of shareholders in 2022.
Voting results: 6 votes passed, 0 abstention, 0 opposition, 0 avoidance vote.
3、 Documents for future reference
1. Resolutions of the sixth meeting of the second board of directors;
2. Independent opinions of independent directors on matters related to the sixth meeting of the second board of directors of the company.
It is hereby announced.
Sihui Fuji Electronics Technology Co.Ltd(300852) board of directors February 16, 2022
