Securities code: 603666 securities abbreviation: Yijiahe Technology Co.Ltd(603666) Announcement No.: 2022-024 Yijiahe Technology Co.Ltd(603666)
Announcement on the resolution of the second meeting of the third 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) Yijiahe Technology Co.Ltd(603666) (hereinafter referred to as "the company") the second meeting of the third board of directors was held on February 21, 2022 by means of on-site combined communication. The meeting was presided over by Ms. Zhu Fuyun, chairman of the board.
(II) the notice of this meeting was sent to all directors and supervisors by telephone and direct delivery on February 16, 2022.
(III) there are 6 directors who should vote at this meeting and 6 directors actually present. Mr. Zhang Jinbo, deputy general manager of the company and Secretary of the board of directors, attended the meeting as a nonvoting delegate.
(IV) the convening and convening of this meeting comply with the relevant provisions of the company law and the articles of association, and the resolutions of the meeting are legal and effective.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the incentive plan for stock options and restricted stocks in 2022 (Draft) and its summary
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the summary announcement of Yijiahe Technology Co.Ltd(603666) 2022 stock option and restricted stock incentive plan (Draft) (Announcement No.: 2022-026) of China Securities News, Shanghai Securities News and securities times, and published on the website of Shanghai Stock Exchange (www.sse. Com. CN) The Yijiahe Technology Co.Ltd(603666) 2022 stock option and restricted stock incentive plan (Draft).
The independent directors of the company have expressed their independent opinions on this proposal.
The directors Jiang Jie, Hao Junhua and Jiang Hui are the incentive objects of this incentive plan and avoid voting on this proposal. Other non affiliated directors shall participate in the voting of this proposal.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(II) deliberated and passed the proposal on the measures for the administration of the implementation and assessment of the stock option and 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.) Management measures for the implementation and assessment of Yijiahe Technology Co.Ltd(603666) 2022 stock option and restricted stock incentive plan.
The independent directors of the company have expressed their independent opinions on this proposal.
The directors Jiang Jie, Hao Junhua and Jiang Hui are the incentive objects of this incentive plan and avoid voting on this proposal. Other non affiliated directors shall participate in the voting of this proposal.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to 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 2022 stock option and restricted stock incentive plan
In order to ensure the smooth implementation of the company's stock option and restricted stock incentive plan, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle matters related to the implementation of stock option and restricted stock 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 incentive objects to participate in the stock option and restricted stock incentive plan, and determine the authorization date of stock option and the grant date of restricted stock;
(2) Authorize the board of directors to adjust the number of stock options and restricted shares according to the methods specified in the stock option and 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 so on;
(3) Authorize the board of directors to adjust the exercise price of stock options and the grant price / repurchase price of restricted shares in accordance with the methods specified in the 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) Before the authorization of stock options and the grant of restricted shares, the board of directors is authorized to authorize the incentive object to resign, explicitly give up all or part of the stock options or restricted shares to be granted, and fail to pay the subscription amount in full within the period specified by the company The stock options or restricted stock shares not actually granted are adjusted to the reserved part or adjusted and distributed among incentive objects;
(5) Authorize the board of directors to grant stock options and restricted shares to the incentive object when the incentive object meets the conditions, and handle all matters necessary for the grant of stock options and restricted shares, including but not limited to applying to the stock exchange for grant, applying to the registration and settlement company for handling relevant registration and settlement business, signing equity incentive related agreements with the incentive object, etc;
(6) Authorize the board of directors to review and confirm the qualification and conditions for exercise / release of restrictions on sales 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 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, amending the articles of association and handling the registration of changes in the registered capital of the company;
(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 handle the change and termination of the stock option and restricted stock incentive plan in accordance with the provisions of the stock option and restricted stock incentive plan in 2022, including but not limited to canceling the incentive object's exercise / lifting the restriction on sales, underwriting the stock option that has not been exercised, and canceling the repurchase of the restricted stock that has not been lifted by the incentive object, Handle the repurchase and cancellation of the stock options of the deceased incentive object that have not been exercised and the restricted shares whose sales restrictions have not been lifted, as well as relevant compensation and inheritance matters, and terminate the company's incentive plan;
(11) Authorize the board of directors to sign, execute, modify and terminate any agreement related to the equity incentive plan and other relevant agreements;
(12) Authorize the board of directors to manage the company's stock option and restricted stock 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 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;
(13) Authorize the board of directors to determine the incentive object, grant quantity, grant / exercise price and grant date of the reserved rights and interests in the company's equity incentive plan;
(14) Authorize the board of directors to implement other necessary matters required by the stock option and restricted stock 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 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 that it deems necessary, appropriate or appropriate in connection with this equity incentive plan.
3. The general meeting of shareholders is requested to authorize the board of directors to appoint securities companies, lawyers, receiving banks, accountants 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.
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 stock option and restricted stock incentive plan or the articles of association, other matters can be directly exercised by the chairman of the board of directors or the appropriate person authorized by him on behalf of the board of directors.
The directors Jiang Jie, Hao Junhua and Jiang Hui are the incentive objects of this incentive plan and avoid voting on this proposal. Other non affiliated directors shall participate in the voting of this proposal.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IV) deliberated and passed the proposal on convening the shareholders' meeting at an optional date
The board of directors agrees that the company will hold a shareholders' meeting at a selected time to consider the 2022 equity incentive plan and other proposals involved in the board of directors according to the specific progress of relevant work. The Secretary of the board of directors is responsible for the specific organization of the general meeting of shareholders, authorizes the Secretary of the board of directors to decide the specific time and place of the general meeting of shareholders, and issues the notice and announcement of the general meeting of shareholders.
Voting result: 6 affirmative votes; No negative vote; There were no abstentions.
It is hereby announced.
Yijiahe Technology Co.Ltd(603666) board of directors February 22, 2022
