Securities code: 688408 securities abbreviation: Arctech Solar Holding Co.Ltd(688408) Announcement No.: 2022-008 Arctech Solar Holding Co.Ltd(688408)
Announcement of resolutions of the 28th 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
The 28th meeting of the second board of directors of Arctech Solar Holding Co.Ltd(688408) (hereinafter referred to as “the company”) was held by means of communication on February 17, 2022, and the notice of the meeting was sent to all directors of the company by means of communication on February 14, 2022. The meeting was convened and presided over by Mr. Cai Hao, chairman of the board of directors, and senior management of the company attended the meeting as nonvoting delegates. The convening and convening procedures of the meeting comply with the company law of the people’s Republic of China, the articles of association and other relevant provisions, and the resolutions formed at the meeting are legal and effective.
2、 Deliberations of the board meeting
The board meeting considered and adopted the following matters:
(I) deliberated and adopted the proposal on the incentive plan for restricted stocks in 2022 (Draft) and its summary
In order to further establish and improve the company’s long-term incentive and restraint 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 enable all parties to pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, in accordance with the principle of equal incentive and restraint, 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, the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association, The company has formulated the restricted stock incentive plan for 2022 (Draft) and its abstract, and plans to implement the restricted stock incentive plan.
The contents of this proposal are detailed in the website of Shanghai Stock Exchange (www.sse. Com. CN.) The Arctech Solar Holding Co.Ltd(688408) 2022 restricted stock incentive plan (Draft) and its abstract. The independent directors expressed their independent opinions.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
(II) deliberated and passed the proposal on the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2022
In order to ensure the smooth implementation of the assessment of the company’s restricted stock incentive plan in 2022, 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, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other relevant laws, regulations, normative documents and the articles of association, In combination with the actual situation of the company, the company hereby formulates the management measures for the implementation and assessment of restricted stock incentive plan in 2022.
The contents of this proposal are detailed in the website of Shanghai Stock Exchange (www.sse. Com. CN.) Administrative measures for the implementation and assessment of Arctech Solar Holding Co.Ltd(688408) 2022 restricted stock incentive plan. The independent directors expressed their independent opinions.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
(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 restricted stock incentive plan in 2022
In order to ensure the smooth implementation of the company’s restricted stock incentive plan in 2022 (hereinafter referred to as “this incentive plan”), the board of directors of the company requests the general meeting of shareholders to authorize the board of directors of the company to handle relevant matters of this incentive plan on the premise of complying with relevant provisions of laws, regulations and normative documents, 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 qualifications and conditions of the incentive object to participate in the incentive plan and determine the grant date of the incentive plan;
(2) Authorize the board of directors to finally determine the actual grant price on the premise of controlling the incentive cost and based on the closing price of the company’s shares on the grant date, but the actual grant price shall not be lower than the lower limit of the grant price determined by the incentive plan approved by the general meeting of shareholders;
(3) Authorize the board of directors to make corresponding adjustments to the number of restricted shares and the number of underlying shares involved in the way 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 splitting of shares, the allotment of shares and the reduction of shares;
(4) Authorize the board of directors to adjust the granting price of restricted shares according to the methods specified in this incentive plan when the company has matters such as capital reserve converted into share capital, stock dividend distribution, share subdivision, share allotment, share reduction, dividend distribution, etc;
(5) Authorize the board of directors to adjust the shares of restricted shares that employees give up to subscribe to to the reserved part or distribute and adjust among incentive objects before the grant of restricted shares;
(6) 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 signing the restricted stock grant agreement with the incentive object; (7) Authorize the board of directors to review and confirm the qualification, conditions and quantity of incentive objects to be released from sales restriction / ownership, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right; (8) Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be released from the restriction / ownership;
(9) Authorize the board of directors to handle all matters necessary for the lifting of the restriction / ownership of restricted shares of incentive objects, including but not limited to applying to Shanghai stock exchange for lifting the restriction / ownership, applying to China Securities Depository and Clearing Co., Ltd. Shanghai Branch for handling relevant registration and settlement business, amending the articles of association Handle the change registration of the company’s registered capital, etc;
(10) Authorize the board of directors to handle relevant matters related to the change and termination of the incentive plan in accordance with the provisions of the company’s restricted stock incentive plan in 2022, including but not limited to canceling the qualification of the incentive object for lifting the restriction / ownership, and repurchase, cancel / invalidate the restricted shares of the incentive object that have not been lifted, Handle the inheritance of restricted shares of deceased incentive objects that have not been released from the restriction on sale / ownership;
(11) Authorize the board of directors to determine the incentive object, grant quantity, grant price, grant date and other matters of the reserved restricted shares in the incentive plan;
(12) 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 / and relevant regulatory authorities, such amendments by the board of directors must be approved accordingly;
(13) Authorize the board of directors to implement other necessary matters required by the incentive plan, except 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 the incentive plan of the company; 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. To request the general meeting of shareholders of the company 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 incentive 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, this 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.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
(IV) deliberated and adopted the proposal on convening the third extraordinary general meeting of shareholders in 2022
According to the relevant provisions of the company law, the rules of procedure of the general meeting of shareholders and the articles of association, some proposals of the 28th meeting of the second board of directors of the company need to be submitted to the general meeting of shareholders for deliberation. The board of directors agreed to hold the third extraordinary general meeting of shareholders in 2022 on March 10, 2022. This general meeting of shareholders was held by combining on-site voting and online voting.
The contents of this proposal are detailed in the company’s disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 18, 2022 And the notice of Arctech Solar Holding Co.Ltd(688408) on convening the third extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-010) of the designated information disclosure media.
Voting results: 7 in favor, 0 against and 0 abstention.
It is hereby announced.
Arctech Solar Holding Co.Ltd(688408) board of directors February 18, 2022
