Securities code: 600536 securities abbreviation: China National Software And Service Company Limited(600536) Announcement No.: 2022-005 China National Software And Service Company Limited(600536)
Announcement of resolutions of the 37th meeting of the seventh 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) the convening of the 37th meeting of the seventh board of directors of the company complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
(II) the notice and materials of the meeting of the board of directors were sent out by blue letter on January 17, 2022. (III) the meeting of the board of directors was held on February 22, 2022 in conference room 1, block C, zhongruan building, No. 55 Xueyuan South Road, Haidian District, Beijing and conference room 2806, block a, Zhongdian great wall building, No. 3 Kefa Road, Yuehai street, Nanshan District, Shenzhen. It was held in the form of on-site + blue channel video, and the voting method of on-site combined communication (blue channel video) was adopted.
(IV) there are 7 directors who should attend the meeting of the board of directors, and 7 directors actually attended the meeting, including 4 directors who attended the meeting by means of communication (blue letter video). The directors Mr. Sun Yingxin, Mr. Cui Jin, Mr. Jing Jiwu and Mr. Chen Shangyi adopted communication (blue letter video) voting for work reasons.
(V) the meeting of the board of directors was presided over by Mr. Chen Ximing, chairman of the board of supervisors. Ms. Liu Xin, chairman of the board of supervisors, Mr. Tang Dalong, supervisor, Mr. Shi Dianlin, employee representative supervisor, and Mr. Chen Fuxing, Secretary of the board of directors and Senior Deputy general manager attended the meeting as nonvoting delegates.
2、 Deliberations of the board meeting
(I) proposal on Amending the 2021 restricted stock incentive plan (Draft) and its abstract on November 21, 2021, the 33rd meeting of the seventh board of directors and the 8th meeting of the seventh board of supervisors deliberated and adopted the proposal on the 2021 restricted stock incentive plan (Draft) and its abstract. According to the actual situation and needs of the company, It is proposed to revise some contents of the draft plan to form the China National Software And Service Company Limited(600536) 2021 restricted stock incentive plan (Revised Draft) and its summary. For details, please refer to the announcement on the revision of China National Software And Service Company Limited(600536) 2021 restricted stock incentive plan (Draft).
Mr. Fu Xingbin, the director, avoided voting as an incentive object.
Number of votes: 6 in favor, 0 against and 0 abstention
Voting result: adopted
(II) proposal on Amending the measures for the administration of restricted stock incentive plan in 2021
On November 21, 2021, the 33rd meeting of the seventh board of directors and the 8th meeting of the seventh board of supervisors deliberated and adopted the measures for the administration of China National Software And Service Company Limited(600536) 2021 restricted stock incentive plan, which is proposed to be revised according to the actual situation and needs of the company, The original article 22: "the restricted shares granted by the restricted stock incentive plan will enter a 36 month period of lifting the restriction after 24 months from the date of completion of registration." It is revised as: "the restricted shares granted under the plan will enter a 36 month period of lifting the restriction after 24 months from the date of grant."
Number of votes: 7 in favor, 0 against and 0 abstention
Voting result: adopted
(III) proposal on convening the second extraordinary general meeting in 2022
The board of directors proposed and convened the second extraordinary general meeting of shareholders in 2022 to consider the following proposals on Monday, March 14, 2022 in conference room 1, floor 1, building C, zhongruan building, 55 Xueyuan South Road, Haidian District, Beijing:
1. China National Software And Service Company Limited(600536) 2021 restricted stock incentive plan (Revised Draft) and its abstract;
2. Measures for the administration of China National Software And Service Company Limited(600536) 2021 restricted stock incentive plan;
3. China National Software And Service Company Limited(600536) 2021 restricted stock incentive plan implementation assessment management measures;
4. Proposal on Authorizing the board of directors to handle matters related to the company's restricted stock incentive plan in 2021.
See the meeting notice for the specific time and place of the meeting.
Number of votes: 7 in favor, 0 against and 0 abstention
Voting result: adopted
It is hereby announced.
China National Software And Service Company Limited(600536) board of directors February 23, 2022
