Securities code: 603918 securities abbreviation: Shanghai Golden Bridge Infotech Co.Ltd(603918) Announcement No.: 2022-021 Shanghai Golden Bridge Infotech Co.Ltd(603918)
Announcement of resolutions of the 28th meeting of the 4th 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
(I) Shanghai Golden Bridge Infotech Co.Ltd(603918) (hereinafter referred to as "the company") the notice and materials of the 28th meeting of the Fourth Board of directors were sent by mail and in writing on February 16, 2022, and the meeting was held by combining on-site and communication on February 21, 2022.
(II) there are 9 directors on the board of directors of the company, and 9 actually attended the meeting. The meeting was presided over by Mr. Jin Shiping, chairman of the board, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates.
(III) the convening and convening of this meeting comply with the company law of the people's Republic of China, the Listing Rules of Shanghai Stock Exchange, the articles of association and other relevant provisions, and the resolutions of the meeting are legal and effective.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the company's 2022 stock option and restricted stock incentive plan (Draft) and its summary
In order to further improve the corporate governance structure, establish and improve the company's long-term incentive and restraint mechanism, attract and retain the company's outstanding talents, fully mobilize their enthusiasm and creativity, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, effectively combine the interests of shareholders, the company and the core team, and make all parties pay common attention to the long-term development of the company, To ensure the realization of the company's development strategy and business objectives, on the premise of fully protecting the interests of shareholders and in accordance with the principle of equal income and contribution, the company has formulated the Shanghai Golden Bridge Infotech Co.Ltd(603918) 2022 stock option and restricted stock incentive plan (Draft) and its abstract.
The independent directors of the company have expressed their independent opinions on this proposal.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the Shanghai Golden Bridge Infotech Co.Ltd(603918) 2022 stock option and restricted stock incentive plan (Draft) and its summary announcement (Announcement No.: 2022-023) disclosed by China Securities News, Shanghai Securities News, securities times and Securities Daily, the legally designated information disclosure media of the company.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(II) deliberated and passed the proposal on the management measures for the implementation and assessment of the company's 2022 stock option and restricted stock incentive plan
In order to ensure the smooth implementation of the company's 2022 stock option and restricted stock incentive plan (hereinafter referred to as the "incentive plan") and ensure the realization of the company's development strategy and business objectives, according to the provisions of relevant laws and regulations such as the measures for the administration of equity incentive of listed companies, the stock listing rules of Shanghai Stock Exchange and the actual situation of the company, The company has formulated the management measures for the implementation and assessment of Shanghai Golden Bridge Infotech Co.Ltd(603918) 2022 stock option and restricted stock incentive plan.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The management measures for the implementation and assessment of the 2022 stock option and restricted stock incentive plan of Shanghai Golden Bridge Infotech Co.Ltd(603918) company disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(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 efficiently and orderly complete the relevant matters of the company's incentive plan, 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 incentive plan:
1. The general meeting of shareholders of the company is requested 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 stock option and restricted stock incentive plan, and determine the authorization date of the stock option and the grant date of restricted stock;
(2) Authorize the board of directors to make corresponding adjustments to the number of stock options and restricted shares and the number of underlying shares involved according to the methods specified in this incentive plan when the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and so on;
(3) Authorize the board of directors to adjust the exercise price of stock options and the grant price of restricted shares in accordance with the methods 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, stock subdivision or reduction, allotment and dividend distribution;
(4) Authorize the board of directors to adjust the Stock Option Shares and restricted stock shares abandoned by employees to the reserved part or distribute and adjust or directly reduce among incentive objects before stock option authorization and restricted stock grant;
(5) Authorize the board of directors to grant stock options and restricted stocks to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant of stock options and restricted stocks, including but not limited to applying to the stock exchange for grant, applying to the registration and Clearing Company for handling relevant registration and clearing business, etc;
(6) Authorize the board of directors to review and confirm the exercise / lifting of the restricted sales qualification and the exercise / lifting of the restricted sales conditions of the incentive object, 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 incentive object can exercise the right / lift the sales restriction;
(8) Authorize the board of directors to handle all matters necessary for the exercise / lifting of restrictions on sales of incentive objects, including but not limited to applying to the stock exchange for exercise / lifting of restrictions on sales, applying to the registration and settlement company for relevant registration and settlement business, applying to the relevant departments of industry and Commerce for the amendment of the articles of association of the company and the change registration of the company's registered capital;
(9) Authorize the board of directors to handle the exercise / lifting of restrictions on the sale of stock options / restricted shares that have not been exercised / lifted;
(10) Authorize the board of directors to determine the incentive object, grant quantity, exercise price / grant price and authorization date / grant date of stock options and restricted shares reserved in this incentive plan;
(11) The board of directors is authorized to decide on the change and termination of the incentive plan, including but not limited to canceling the exercise and lifting the restricted sale qualification of the incentive object, canceling the stock options of the incentive object that have not been exercised, and repurchasing and canceling the restricted shares of the incentive object that have not been lifted, Handle the cancellation of stock options of deceased incentive objects that have not been exercised or the repurchase and cancellation of restricted shares whose sales restrictions have not been lifted, as well as relevant compensation and inheritance matters, and terminate the company's incentive plan;
(12) Authorize the board of directors to sign, execute, modify and terminate any agreement related to the equity incentive plan and other relevant agreements;
(13) Authorize the board of directors to manage and adjust the incentive plan of the company, 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;
(14) Authorize the board of directors to implement other necessary matters required by this 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 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 change registration of the company's registered capital (including capital increase, capital reduction, etc.); And do all acts it deems necessary, appropriate or appropriate in connection with this incentive plan.
3. Request the general meeting of shareholders to authorize the board of directors to appoint intermediary institutions such as receiving banks, accountants, lawyers and securities companies 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 equity 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: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(IV) the proposal on the company's employee stock ownership plan (Draft) from 2022 to 2024 and its summary was deliberated and adopted
In order to establish and improve the benefit sharing mechanism between workers and owners, further improve the level of corporate governance, improve the cohesion of employees and the competitiveness of the company, promote the long-term, sustainable and healthy development of the company, and fully mobilize the sense of responsibility of employees to the company, In accordance 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 employee stock ownership plan by listed companies and other relevant laws, administrative regulations, rules, normative documents and the articles of association, and in combination with the actual situation of the company, The company plans to implement the employee stock ownership plan from 2022 to 2024 and has formulated the Shanghai Golden Bridge Infotech Co.Ltd(603918) employee stock ownership plan from 2022 to 2024 (Draft) (hereinafter referred to as "Employee Stock Ownership Plan") and its summary. The independent directors of the company have expressed their independent opinions on this proposal.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the employee stock ownership plan from Shanghai Golden Bridge Infotech Co.Ltd(603918) 2022 to 2024 (Draft) and its abstract disclosed by China Securities News, Shanghai Securities News, securities times and Securities Daily.
Mr. Jin Shiping, Mr. Wang Kun, Mr. Wu Zhixiong and Ms. Yan Zhenfang are the incentive objects of the employee stock ownership plan and have avoided the voting of this proposal.
Voting results: 5 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(V) deliberated and passed the proposal on the management measures of the company's employee stock ownership plan from 2022 to 2024
In order to standardize the implementation of the company's employee stock ownership plan from 2022 to 2024 and ensure the effective implementation of the employee stock ownership plan, the company, in accordance 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 employee stock ownership plan by listed companies and other relevant laws, administrative regulations, rules and normative documents, The measures for the administration of Shanghai Golden Bridge Infotech Co.Ltd(603918) employee stock ownership plans from 2022 to 2024 have been formulated.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The Shanghai Golden Bridge Infotech Co.Ltd(603918) measures for the administration of employee stock ownership plans from 2022 to 2024 disclosed. Mr. Jin Shiping, Mr. Wang Kun, Mr. Wu Zhixiong and Ms. Yan Zhenfang are the incentive objects of the employee stock ownership plan and have avoided the voting of this proposal.
Voting results: 5 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(VI) the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's employee stock ownership plan from 2022 to 2024 was deliberated and adopted
In order to ensure the smooth progress of the employee stock ownership plan, the board of directors plans to submit to the general meeting of shareholders to authorize the board of directors to handle the relevant matters of the employee stock ownership plan. The specific authorized matters are as follows:
1. Authorize the board of directors to handle the establishment and implementation of subsequent stock ownership plans;
2. Authorize the board of directors to be responsible for formulating and revising the employee stock ownership plan;
3. 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;
4. 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 employee stock ownership plan in accordance with the provisions of the employee stock ownership plan;
5. Authorize the board of directors to make a decision on the extension of the duration of the employee stock ownership plan;
6. After the ESOP is reviewed and approved by the general meeting of shareholders, if there are changes in relevant laws, regulations and policies during 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;
7. Authorize the board of directors to handle all matters concerning the locking, unlocking and distribution of the transferred shares of the employee stock ownership plan;
8. Authorize the board of directors to determine or change the asset management organization of the employee stock ownership plan and sign relevant agreements;
9. Authorize the board of directors to draft and sign the agreement documents related to the employee stock ownership plan;
10. 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 specified in relevant laws, regulations, normative documents and the articles of association.
The above authorization shall be valid from the date of approval by the general meeting of shareholders of the company to the date of termination 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.
Mr. Jin Shiping, Mr. Wang Kun, Mr. Wu Zhixiong and Ms. Yan Zhenfang are the incentive objects of the employee stock ownership plan and have avoided the voting of this proposal.
Voting results: 5 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(VII) deliberated and passed the proposal on the company's performance bonus scheme for directors and senior managers in 2021
According to the completion of the company's annual business work plan, the post responsibilities of the directors and senior managers holding the company's operation and management positions, as well as their personal performance, work ability and quality, work attitude, etc, Comprehensive evaluation of the company's 2021 annual performance bonus scheme for directors and senior managers: unit: Yuan
Name and position
