Securities code: 300713 securities abbreviation: Shenzhen Increase Technology Co.Ltd(300713) Announcement No.: 2022-006 Shenzhen Increase Technology Co.Ltd(300713)
Announcement on the resolution of the second meeting of the third 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 notice of the second meeting of the third board of directors (hereinafter referred to as the "meeting") of Shenzhen Increase Technology Co.Ltd(300713) (hereinafter referred to as the "company") was sent to all directors, supervisors and senior managers by email and in writing on February 15, 2022. The meeting was held at 9:30 a.m. on February 22, 2022 in the company's conference room by on-site voting. There are 7 directors who should attend the meeting, and 7 actually attended the meeting. The meeting was presided over by the chairman, Mr. Yin Wei, and all supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of this meeting comply with the relevant provisions of the company law of the people's Republic of China (hereinafter referred to as the "company law") and the Shenzhen Increase Technology Co.Ltd(300713) articles of Association (hereinafter referred to as the "articles of association").
2、 Deliberations of the board meeting
The directors present at the meeting deliberated and voted on various proposals and formed the following resolutions:
(I) deliberated and passed the proposal on adding projects invested by raising funds and changing the purpose of funds raised by some initial public offerings
With the development of the company's business and the acceleration of production capacity planning and industrial layout, in order to further improve the use efficiency of raised funds, it is proposed to add the " Shenzhen Increase Technology Co.Ltd(300713) intelligent high-frequency switching power supply Industrial Park Shanghai base project" (hereinafter referred to as "Shanghai base project") as the company's first public development of stock raised capital investment project, with a total investment amount of 233202100 yuan, Among them, the proposed raised funds are 130 million yuan. The above-mentioned proposed raised funds come from the part of the raised funds investment projects "intelligent high-frequency switching power supply industrialization project" and "intelligent high-frequency switching power supply R & D center project" of the company's initial public offering of shares, which have not been used. Among them, 100 million yuan has been raised from the industrialization project Use the R & D center project to raise 30 million yuan.
After review, the board of Directors believes that the new raised investment projects and changes and adjustments are prudent decisions based on the overall development of the company, which is conducive to the company's better use of raised funds, improve the quality of raised investment projects, reasonably and effectively allocate resources, make industrial layout and capacity planning, better attract R & D talents and enhance the company's core competitiveness by relying on the advantages of geographical environment, In line with the company's long-term development plan in the future. This change does not change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders, especially the interests of minority shareholders.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
The independent directors of the company expressed independent opinions on the matter. For details, see http://www.cninfo.com.cn（ http://www.cn.info.com.cn. ）Relevant announcements published on the same day.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
(II) the proposal on the first stock option incentive plan (Draft) and summary was deliberated and adopted
After review, the board of Directors believes that the implementation of the equity incentive plan by the company is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents, and there is no damage to the interests of the company and all shareholders. The incentive objects to be granted in the incentive plan meet the conditions of incentive objects specified in relevant laws, regulations and normative documents.
Voting result: Yes: 4 votes; Against: 0 votes; Abstention: 0, avoidance: 3.
Related directors Mr. Yin Wei, Mr. Liu Wenfeng and Mr. Deng Hu, as the incentive objects of this incentive plan, avoided the voting of this proposal.
The independent directors of the company expressed independent opinions on the matter. For details, see http://www.cninfo.com.cn（ http://www.cn.info.com.cn. ）Relevant announcements published on the same day.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
(III) the proposal on the measures for the assessment and management of the first stock option incentive plan was reviewed and approved. After review, the board of directors believed that: in order to achieve the implementation purpose of the incentive plan, the company has formulated corresponding assessment and management measures, and the assessment system is comprehensive, comprehensive and operable, which can play a good incentive and restraint effect on the incentive objects.
Voting result: Yes: 4 votes; Against: 0 votes; Abstention: 0, avoidance: 3.
Related directors Mr. Yin Wei, Mr. Liu Wenfeng and Mr. Deng Hu, as the incentive objects of this incentive plan, avoided the voting of this proposal.
The independent directors of the company expressed independent opinions on the matter. For details, see http://www.cninfo.com.cn（ http://www.cn.info.com.cn. ）Relevant announcements published on the same day.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
(IV) the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the incentive plan of the first stock option was deliberated and adopted
In order to implement the first phase of stock option incentive plan, the general meeting of shareholders is requested to authorize the board of directors to handle the following matters:
1. Authorize the board of directors to determine the grant date of the incentive plan;
2. Authorize the board of directors to adjust the number of stock options granted / exercised in accordance with the relevant provisions of the incentive plan when the company's capital reserve is converted into share capital, stock dividends are distributed, shares are subdivided or reduced, and shares are allotted;
3. Authorize the board of directors to adjust the exercise price of stock options in accordance with the relevant provisions of the incentive plan when the company has the situation of converting capital reserve into share capital, distributing stock dividends, stock subdivision or reduction, allotment and dividend distribution;
4. Authorize the board of directors to grant stock options to the incentive object when meeting the relevant conditions, and handle all matters necessary for the grant of stock options, including but not limited to signing the stock option grant agreement with the incentive object; 5. Authorize the board of directors to review and confirm whether the exercise conditions of the incentive plan have been achieved and the actual number of stock options that can be exercised by the incentive object, and handle all matters necessary for the exercise of stock options;
6. Authorize the board of directors to be responsible for the management of the incentive plan, including but not limited to canceling the participation qualification of the incentive object. Accordingly, the stock options granted to the incentive object but not exercised shall be cancelled by the company;
7. Authorize the board of directors to be responsible for the adjustment of the incentive plan and adjust the supporting system of the incentive plan from time to time without violating the relevant provisions of the incentive plan. If relevant laws, regulations or 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;
8. Authorize the board of directors to handle other matters related to the implementation of the incentive plan, except for the rights clearly required to be exercised by the general meeting of shareholders;
9. In the above authorized matters, except for the matters that are clearly required to be adopted by the resolution of the board of directors, 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;
10. The period of authorization from the general meeting of shareholders to the board of directors is consistent with the validity of the incentive plan.
Voting result: Yes: 4 votes; Against: 0 votes; Abstention: 0, avoidance: 3.
Related directors Mr. Yin Wei, Mr. Liu Wenfeng and Mr. Deng Hu, as the incentive objects of this incentive plan, avoided the voting of this proposal.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
(V) the proposal on convening the company's first extraordinary general meeting in 2022 was reviewed and approved. The company plans to hold the company's first extraordinary general meeting in 2022 on March 11, 2022. This general meeting will be held by combining on-site voting and online voting.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
See cninfo.com for details（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022 issued on the same day.
3、 Documents for future reference
1. Resolution of the second meeting of the third board of directors
2. Independent opinions of independent directors on matters related to the second meeting of the third board of directors
It is hereby announced.
Shenzhen Increase Technology Co.Ltd(300713) board of directors February 22, 2022
