Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
Securities code: 003021 securities abbreviation: Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) Announcement No.: 2022-009 Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
Announcement of resolutions of the 11th meeting of the second 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
1. Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) (hereinafter referred to as “the company”) sent the notice of the 11th meeting of the second board of directors to all directors by means of communication on February 15, 2022.
2. The meeting was held in the company’s conference room on February 21, 2022 in the form of on-site combined communication.
3. The meeting should be attended by 7 persons, including 7 directors present in person, including 4 directors present on site: Mr. Li Haizhou, Ms. Xie Yanling, Mr. Ye Shubing and Mr. Li Ping; Three people attended the newsletter, namely Mr. Shen Xianfeng, Mr. Hu Qing and Mr. Zhou Changjiang. 4. The meeting was presided over by the chairman, Mr. Li Haizhou, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. 5. The meeting was held in accordance with the company law of the people’s Republic of China and other relevant laws and regulations and the articles of association of Shenzhen Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) Co., Ltd. (hereinafter referred to as the articles of association). 2、 Deliberation at the board meeting (I) the proposal on granting restricted shares and stock options to incentive objects and reserving restricted shares and stock options in the 2021 incentive plan was deliberated and adopted
Authorized by the company’s second extraordinary general meeting in 2021, the reserved grant conditions specified in the company’s incentive plan for restricted shares and stock options in 2021 have been met. The company plans to determine February 21, 2022 as the reserved grant date and grant a total of 14928 restricted shares and 59712 stock options to 31 incentive objects. Among them, the grant price of restricted shares is 31.39 yuan / share, and the exercise price of stock options is 62.77 yuan / share. For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on granting restricted stocks and stock options to incentive objects and reserving restricted stocks and stock options in the incentive plan for 2021.
The independent directors of the company have expressed their independent opinions on this proposal.
The proposal was adopted by 7 votes in favor, 0 abstention, 0 opposition and 0 avoidance.
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
(II) the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options was deliberated and adopted
According to the Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 2021 restricted stock and stock option incentive plan (Revised Draft) (hereinafter referred to as the incentive plan (Revised Draft)): the incentive object leaves the company due to resignation, layoffs and expiration of labor contract. The stock options granted to the incentive object but not exercised shall not be exercised and shall be cancelled by the company; The restricted shares granted to the incentive object but not yet lifted shall not be lifted, and shall be repurchased and cancelled by the company at the grant price.
Up to now, two incentive objects of the company have gone through relevant resignation procedures, resulting in that they no longer meet the incentive object conditions of the incentive plan. The company plans to repurchase and cancel the restricted shares granted but not yet lifted, and plans to cancel the stock options granted but not yet exercised. According to the provisions of the incentive plan (Revised Draft), if the company has matters affecting the total share capital or the price of the company’s shares, such as the conversion of capital reserve into share capital, the distribution of stock dividends, the splitting of shares, the allotment or reduction of shares, and the distribution of dividends, the company shall adjust the repurchase price and quantity of restricted shares that have not been lifted. Since the company completed the annual equity distribution in 2020 in May 2021, it is necessary to adjust the repurchase price and repurchase quantity of the restricted shares of the incentive object that have not been lifted.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on repurchasing and canceling some restricted stocks and canceling some stock options in the 2021 restricted stock and stock option incentive plan and adjusting the repurchase price.
The independent directors of the company have expressed their independent opinions on this proposal.
The proposal was adopted by 7 votes in favor, 0 abstention, 0 opposition and 0 avoidance.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. (III) the proposal on the proposed change of the company’s registered capital and amendment of the articles of association was deliberated and adopted
After the restricted shares reserved in the 2021 restricted stock and stock option incentive plan are granted to the incentive object, and the restricted shares granted to the resigned incentive object but not lifted are repurchased and cancelled, the registered capital and total share capital of the company will change. According to the company law, the guidelines for the articles of association of listed companies and other relevant provisions, According to the provisions of relevant laws and regulations and normative documents and in combination with the actual situation of the company, the company plans to amend some provisions of the articles of association, and submit to the general meeting of shareholders to authorize the board of directors to handle the registration of industrial and commercial changes, registration of changes in various warrants, modification of system documents and other matters related to the matters proposed in this proposal. The final revision is subject to the approval result of the industrial and commercial registration department.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Off on
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
Announcement on the proposed change of the company’s registered capital and amendment of the articles of Association
The proposal was adopted by 7 votes in favor, 0 abstention, 0 opposition and 0 avoidance.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. (IV) the proposal on Revising the management system of external guarantees and related party transactions was deliberated and adopted
In accordance with the company law of the people’s Republic of China, the guidelines for the articles of association of listed companies and other relevant provisions, and in combination with the actual situation of the company, the company plans to revise some provisions involved in the external guarantee management system and the related party transaction management system.
See cninfo.com for the full text of the external guarantee management system and the related party transaction management system（ http://www.cn.info.com.cn. ）。
The proposal was adopted by 7 votes in favor, 0 abstention, 0 opposition and 0 avoidance.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. (V) the proposal on Revising the financial accounting management system was deliberated and adopted
In order to standardize the company’s financial and accounting management, improve the quality of the company’s financial work, strengthen the company’s financial supervision, and ensure the standardized operation and healthy development of the company, in accordance with the company law of the people’s Republic of China, the accounting law of the people’s Republic of China, the accounting standards for business enterprises, the norms for basic accounting work, the articles of association and other relevant laws and regulations According to the provisions of departmental rules and normative documents, and in combination with the actual situation of the company, the company plans to revise some provisions involved in the financial accounting management system.
The proposal was adopted by 7 votes in favor, 0 abstention, 0 opposition and 0 avoidance.
(VI) the proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company plans to hold the second extraordinary general meeting of shareholders in 2022 at 15:30 p.m. on March 9, 2022.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Notice on convening the second extraordinary general meeting of shareholders in 2022.
The proposal was adopted by 7 votes in favor, 0 abstention, 0 opposition and 0 avoidance.
3、 Documents for future reference 1. Resolutions of the 11th meeting of the second board of directors; 2. Independent opinions of independent directors on matters related to the 11th meeting of the second board of directors; 3. Legal opinion issued by Beijing Jinchengtongda (Shenzhen) law firm;
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
4. Other documents required by Shenzhen Stock Exchange. It is hereby announced.
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) board of directors
February 21, 2022
