Securities code: 300724 securities abbreviation: Shenzhen S.C New Energy Technology Corporation(300724) Announcement No.: 2022-011 Shenzhen S.C New Energy Technology Corporation(300724)
Announcement of resolutions of the 9th meeting of the 4th 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 ninth meeting of the Fourth Board of directors of Shenzhen S.C New Energy Technology Corporation(300724) (hereinafter referred to as “the company”) was notified by e-mail on February 18, 2022, and was held on February 21, 2022 by combining on-site and communication. There are 7 directors who should attend the meeting and 7 directors who actually attend the meeting. The meeting was presided over by Yu Zhong, the chairman of the company, in accordance with the relevant provisions of the company law of the people’s Republic of China and the articles of association.
2、 Deliberations of the board meeting
1. Deliberated and passed the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not unlocked;
According to the relevant provisions of the Shenzhen S.C New Energy Technology Corporation(300724) 2019 restricted stock incentive plan (Draft), the incentive object leaves the company due to resignation and layoffs. The restricted shares granted to the incentive object but not unlocked shall not be unlocked and shall be repurchased and cancelled by the listed company.
In this incentive plan, six incentive objects leave their jobs for personal reasons and are no longer eligible for incentive. The company plans to repurchase and cancel a total of 27249 shares of restricted shares that have been granted but not unlocked, with a repurchase price of 16.23 yuan / share.
See details published on cninfo.com.cn on the same day Announcement on repurchase and cancellation of restricted shares granted to some incentive objects but not unlocked.
The independent directors of the company expressed their independent opinions on the above matters.
Related directors Yu Zhong, Zuo Guojun and Liang Meizhen avoided voting on this motion.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approved by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
2. Deliberated and passed the proposal on the achievement of unlocking conditions in the second unlocking period of 2019 restricted stock incentive plan;
The board of Directors believes that the second unlocking period of the incentive plan specified in the Shenzhen S.C New Energy Technology Corporation(300724) 2019 restricted stock incentive plan (Draft) has expired and the corresponding unlocking conditions have been met. According to the authorization of the company’s fifth extraordinary general meeting in 2019, the company plans to handle the unlocking related matters in accordance with the relevant provisions of the Shenzhen S.C New Energy Technology Corporation(300724) 2019 restricted stock incentive plan (Draft). In the second unlocking period of the restricted stock incentive plan, the number of incentive objects that can be unlocked is 163, and the number of restricted shares that can be unlocked is 348879 shares, accounting for 0.1002% of the current total share capital of the company of 348277595 shares.
See details published on cninfo.com.cn on the same day Announcement on the achievement of unlocking conditions in the second unlocking period of 2019 restricted stock incentive plan.
The independent directors of the company expressed their independent opinions on the above matters.
Related directors Yu Zhong, Zuo Guojun and Liang Meizhen avoided voting on this motion.
Voting results: 4 in favor, 0 against, 0 abstention and 3 avoidance.
3. Deliberated and passed the proposal on changing the registered capital of the company and amending the articles of Association;
According to the relevant provisions of the measures for the administration of equity incentive of listed companies and the Shenzhen S.C New Energy Technology Corporation(300724) 2019 restricted stock incentive plan (Draft), the company repurchases and cancels some granted but not unlocked restricted shares. After deliberation by the board of directors, the registered capital of the company shall be changed according to the above contents, and in combination with the actual situation of the company, The registered capital and other provisions of the articles of association have been revised.
See details published on cninfo.com.cn on the same day Announcement on changing the registered capital of the company and amending the articles of association and the articles of association.
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 two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
4. Deliberated and passed the proposal on Amending the rules of procedure of the company’s general meeting of shareholders;
According to the latest provisions of the articles of association, the company revised some provisions of the rules of procedure of the general meeting of shareholders in combination with the actual situation.
See details published on cninfo.com.cn on the same day The rules of procedure of the general meeting of shareholders.
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.
5. Deliberated and passed the proposal on Amending the rules of procedure of the board of directors of the company;
According to the latest provisions of the articles of association, the company revised some provisions of the rules of procedure of the board of directors in combination with the actual situation.
See details published on cninfo.com.cn on the same day The rules of procedure 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.
6. Deliberated and passed the proposal on Amending the working rules of the strategy committee of the board of directors;
The company revised some provisions of the working rules of the strategy committee of the board of directors in combination with the actual situation.
See details published on cninfo.com.cn on the same day Detailed rules for the work of the strategy committee of the board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
7. Deliberated and passed the proposal on electing the vice chairman of the company;
It is agreed to elect Mr. Zuo Guojun as the vice chairman of the Fourth Board of directors of the company. The term of office starts from the date when the general meeting of shareholders deliberates and approves the proposal to amend the relevant provisions of the articles of association to the date when the term of office of the Fourth Board of directors expires. Voting results: 7 in favor, 0 against and 0 abstention.
8. Deliberated and adopted the proposal on by election of members of the special committee of the Fourth Board of directors of the company;
In order to ensure the normal operation of the special committee of the board of directors of the company, in accordance with the articles of association and relevant laws and regulations, it is agreed to elect Mr. Yu Zhong as a member of the audit committee of the Fourth Board of directors and the nomination committee of the Fourth Board of directors, and Mr. Zuo Guojun as a member of the remuneration and assessment committee of the Fourth Board of directors of the company, The term of office starts from the date of deliberation and approval of the current board of directors to the date of expiration of the Fourth Board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
9. Deliberated and passed the proposal on the appointment of the general manager of the company;
Since the board of directors of the company recently received a written resignation report from Mr. Li Shijun, director and general manager, Mr. Li Shijun applied for resignation from his position as director, general manager, member of the strategy committee of the board of directors, member of the audit committee of the board of directors and member of the Nomination Committee of the board of directors due to age and physical reasons, After his resignation, Mr. Li Shijun will serve as the director of the strategic research office and honorary director of the company, and continue to make contributions to the company in terms of strategic development, Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) , new technology development, etc. his resignation report will take effect from the date it is delivered to the board of directors of the company.
The board of directors agreed to appoint Mr. Yu Zhong as the general manager of the company. The term of office starts from the date of deliberation and approval of the board of directors to the date of expiration of the Fourth Board of directors of the company. After the appointment of the general manager, Mr. Yu Zhong will no longer serve as the deputy general manager of the company.
The independent directors of the company expressed their independent opinions on the above matters.
Voting results: 7 in favor, 0 against and 0 abstention.
10. Deliberated and passed the proposal on and summary;
In order to establish and improve the long-term benefit sharing and risk sharing mechanism between workers and owners, realize the consistency of the interests of shareholders, the company and employees, improve the attractiveness and cohesion of the company, gather excellent talents, improve the core competitiveness of the company, further improve the corporate governance and promote the sustainable, healthy and efficient development of the company. According to the provisions of relevant laws and regulations and in combination with the actual situation of the company, the company has formulated the Shenzhen S.C New Energy Technology Corporation(300724) 2022 employee stock ownership plan (Draft) and its abstract. The content of the ESOP complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the pilot implementation of the ESOP by listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other relevant laws and administrative regulations Relevant provisions of normative documents and the articles of association.
The independent directors of the company have expressed their independent opinions on this proposal.
For details, please refer to http://www.cn.info.com.cn The Shenzhen S.C New Energy Technology Corporation(300724) 2022 employee stock ownership plan (Draft) and its abstract disclosed on the.
Related directors Yu Zhong, Zuo Guojun and Liang Meizhen avoided voting on this motion.
Voting results: 4 in favor, 0 against, 0 abstention and 3 avoidance.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
11. Deliberated and passed the proposal of < Shenzhen S.C New Energy Technology Corporation(300724) 2022 measures for the administration of employee stock ownership plans ";
In order to standardize the implementation of the company’s employee stock ownership plan in 2022, the management measures of Shenzhen S.C New Energy Technology Corporation(300724) 2022 employee stock ownership plan are formulated according to the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies and other relevant documents issued by the CSRC.
For details, please refer to http://www.cn.info.com.cn Measures for the administration of employee stock ownership plans in Shenzhen S.C New Energy Technology Corporation(300724) 2022 disclosed on the.
Related directors Yu Zhong, Zuo Guojun and Liang Meizhen avoided voting on this motion.
Voting results: 4 in favor, 0 against, 0 abstention and 3 avoidance.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
12. 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 employee stock ownership plan in 2022;
The board of directors of the company requests 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 handle the change and termination of the employee stock ownership plan, including but not limited to the disqualification of the holder according to the provisions of the employee stock ownership plan, handle the inheritance of the deceased holder, terminate the employee stock ownership plan in advance, and authorize the board of directors and the management to sign the agreement with the establishment of the employee stock ownership plan All legal documents related to change or termination.
2. Authorize the board of directors to make a decision on the extension of the duration of the employee stock ownership plan.
3. After the ESOP is reviewed and approved by the general meeting of shareholders, if there are changes in relevant laws, regulations and policies within the implementation period, the board of directors of the company is authorized to make corresponding adjustments to the ESOP according to the new policies.
4. Authorize the board of directors to handle the relevant registration and settlement business involved in the employee stock ownership plan and other necessary matters.
5. Authorize the board of directors to handle the relevant procedures of the capital account involved in the employee stock ownership plan and all matters related to the locking and unlocking of the purchase of shares.
6. Authorize the board of directors to make decisions on the selection and change of asset management institutions / trusts related to the employee stock ownership plan.
7. Authorize the board of directors to sign contracts and agreement documents related to the employee stock ownership plan.
8. Authorize the board of directors to handle other necessary matters required by the employee stock ownership plan, except for the rights to be exercised by the general meeting of shareholders as 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.
Related directors Yu Zhong, Zuo Guojun and Liang Meizhen avoided voting on this motion.
Voting results: 4 in favor, 0 against, 0 abstention and 3 avoidance.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
13. Deliberated and passed the proposal on convening the second extraordinary general meeting of shareholders in 2022; It is agreed to hold the second extraordinary general meeting of shareholders in 2022 on March 10, 2022. For details, please refer to http://www.cn.info.com.cn Notice on convening the second extraordinary general meeting of shareholders in 2022 disclosed on the.
Voting results: 7 in favor, 0 against and 0 abstention.
3、 Documents for future reference 1. Resolutions of the 9th meeting of the 4th board of directors of the company. It is hereby announced.
Shenzhen S.C New Energy Technology Corporation(300724) board of directors February 21, 2022
