Securities code: 688768 securities abbreviation: Anhui Ronds Science & Technology Incorporated Company(688768) Announcement No.: 2022-003 Anhui Ronds Science & Technology Incorporated Company(688768)
Announcement of resolutions of the 13th meeting of the second 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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
1、 Meetings of the board of directors
The 13th meeting of the second board of directors of Anhui Ronds Science & Technology Incorporated Company(688768) (hereinafter referred to as “the company”) was held on February 17, 2022 by on-site and communication. The notice of the meeting and relevant materials were sent to all directors of the company by e-mail. The meeting was presided over by Mr. Nie Weihua, chairman of the board of directors. There were 8 directors who should attend the meeting and 8 directors who actually attended the meeting. The number of voting participants and the convening and convening procedures 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 Anhui Ronds Science & Technology Incorporated Company(688768) articles of Association (hereinafter referred to as the “articles of association”), and the resolutions formed by voting are legal and effective. 2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the company’s restricted stock incentive plan in 2022 (Draft) 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 employees, 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, on the premise of fully protecting the interests of shareholders, according to the principle of equal income and contribution, In accordance with relevant laws, regulations, normative documents and the articles of association, the company agrees to the Anhui Ronds Science & Technology Incorporated Company(688768) 2022 restricted stock incentive plan (Draft) and its summary prepared by the company, and plans to implement the 2022 restricted stock incentive plan to the incentive objects.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed Anhui Ronds Science & Technology Incorporated Company(688768) 2022 restricted stock incentive plan (Draft) and Anhui Ronds Science & Technology Incorporated Company(688768) 2022 restricted stock incentive plan (Draft) summary announcement (Announcement No.: 2022-005).
Voting results: 8 in favor, 0 abstention and 0 opposition.
This proposal does not involve related party transactions and does not need to avoid voting.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and passed by more than two-thirds of the total number of valid voting shares attending the general meeting of shareholders.
(II) deliberated and passed the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022
In order to ensure the smooth progress of the company’s restricted stock incentive plan in 2022 and ensure the realization of the company’s development strategy and business objectives, according to relevant laws and regulations, the company’s restricted stock incentive plan in 2022 (Draft) and the actual situation of the company, it is agreed that the company formulates the management measures for the implementation and assessment of Anhui Ronds Science & Technology Incorporated Company(688768) restricted stock incentive plan in 2022.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The administrative measures for the implementation and assessment of Anhui Ronds Science & Technology Incorporated Company(688768) 2022 restricted stock incentive plan disclosed. Voting results: 8 in favor, 0 abstention and 0 opposition.
This proposal does not involve related party transactions and does not need to avoid voting.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and passed by more than two-thirds of the total number of valid voting shares attending the general meeting of shareholders.
(III) deliberated and passed the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan
In order to implement the company’s restricted stock incentive plan in 2022 (hereinafter referred to as “restricted stock incentive plan”), the board of directors of the company submits to 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, including but not limited to:
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 equity incentive plan: (1) authorize the board of directors to determine the grant date of the 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 adjust the actual number of restricted shares granted according to the situation at the time of grant within the upper limit of the number of Restricted Shares specified in the incentive plan before granting restricted shares to the incentive object;
(5) Authorize the board of directors to grant restricted shares to the incentive object and handle relevant matters when the incentive object meets the conditions, including signing the restricted stock grant agreement with the incentive object;
(6) Authorize the board of directors to review and confirm the attribution qualification, attribution quantity and attribution conditions of incentive objects, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
(7) Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be vested;
(8) Authorize the board of directors to handle all matters necessary for the ownership of restricted shares of incentive objects, including but not limited to applying to the stock exchange for ownership, 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;
(9) Authorize the board of directors to handle the matters related to the change and termination of the restricted stock incentive plan in accordance with the provisions of the company’s restricted stock incentive plan in 2022, including but not limited to the cancellation of the ownership qualification of the incentive object and the cancellation of the restricted stock to which the incentive object has not yet belonged, Handle the compensation and inheritance of restricted shares to which the deceased (dead) incentive object has not yet belonged, and terminate the company’s restricted stock incentive plan;
(10) 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 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) 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 equity 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 incentive plan. 3. The general meeting of shareholders is requested to authorize the board of directors to appoint financial advisers, receiving banks, accountants, lawyers, securities companies and other intermediaries for the implementation of the incentive plan.
4. 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 equity incentive plan.
5. Among the above authorized matters, other authorized matters, except those that need to be deliberated and approved by the board of directors as specified in laws, administrative regulations, rules of the CSRC, normative documents, this incentive plan or the articles of association, shall be submitted to the general meeting of shareholders of the company to authorize the board of directors, and the board of directors of the company shall further authorize the chairman of the company or the appropriate person authorized by him to exercise them.
Voting results: 8 in favor, 0 abstention and 0 opposition.
This proposal does not involve related party transactions and does not need to avoid voting.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and passed by more than two-thirds of the total number of valid voting shares attending the general meeting of shareholders.
(IV) deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022
The proposal reviewed by the board of directors involves the functions and powers of the general meeting of shareholders, which shall be submitted to the general meeting of shareholders of the company for deliberation in accordance with the relevant provisions of the company law and the articles of association. Agree to propose to convene the first extraordinary general meeting of shareholders in 2022 at 14:00 on March 7, 2022 to review the relevant proposals submitted by the board of directors.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The Anhui Ronds Science & Technology Incorporated Company(688768) notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-007) disclosed. Voting results: 8 in favor, 0 abstention and 0 opposition.
This proposal does not need to be submitted to the general meeting of shareholders of the company for deliberation.
It is hereby announced.
Anhui Ronds Science & Technology Incorporated Company(688768) board of directors February 18, 2022
