Securities code: Beijing Hezong Science&Technology Co.Ltd(300477) securities abbreviation: Beijing Hezong Science&Technology Co.Ltd(300477) Announcement No.: 2022027
Beijing Hezong Science&Technology Co.Ltd(300477)
Announcement on the resolution of the second meeting of the sixth board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings held
The second meeting of the sixth board of directors of Beijing Hezong Science&Technology Co.Ltd(300477) (hereinafter referred to as “the company” and ” Beijing Hezong Science&Technology Co.Ltd(300477) “) was held by means of communication in the conference room of the company on March 1, 2022. The notice of the meeting has been sent simultaneously by e-mail, wechat and other means on February 25, 2022. The company has nine directors, and nine directors actually attended and voted at the meeting. The meeting was presided over by Mr. Liu zegang, chairman of the board of supervisors, the Secretary of the board of directors and other senior managers of the company. The meeting was held in accordance with the relevant provisions of the company law and the articles of association.
2、 Voting at the meeting
The directors attending the meeting deliberated and voted on the following proposals:
(I) deliberated and passed the proposal on Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan (Draft) and its summary
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s directors, middle and senior managers, as well as the backbone of core technology, business and management, and combine the interests of shareholders, the company and employees, The company formulates the Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan (Draft) in accordance with relevant laws and regulations and the articles of association, and plans to grant restricted shares to incentive objects.
The independent directors of the company expressed their independent opinions on the proposal.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the relevant announcement on the information disclosure website cninfo.com designated by the CSRC on the same day as this announcement.
As the directors Mr. Zhang Xiaoyi and Mr. Zhang Shu are the incentive objects, the related directors Mr. Zhang Xiaoyi and Mr. Zhang Shu have avoided voting in this vote.
The number of consent votes is 7; No negative votes; The number of abstentions was 0.
(II) deliberated and passed the proposal on the measures for the administration of the implementation and assessment of the incentive plan for restricted stocks in Beijing Hezong Science&Technology Co.Ltd(300477) 2022
According to the relevant requirements of Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan (Draft), the company has formulated the management measures for the implementation and assessment of Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan in accordance with relevant laws and regulations.
The independent directors of the company expressed their independent opinions on the proposal.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the relevant announcement on the information disclosure website cninfo.com designated by the CSRC on the same day as this announcement.
As the directors Mr. Zhang Xiaoyi and Mr. Zhang Shu are the incentive objects, the related directors Mr. Zhang Xiaoyi and Mr. Zhang Shu have avoided voting in this vote.
The number of consent votes is 7; No negative votes; The number of abstentions was 0.
(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 restricted stock incentive plan in 2022
In order to ensure the smooth implementation of the company’s restricted stock incentive plan in 2022, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle the following matters for the implementation of the incentive plan:
(1) Submit to the general meeting of shareholders of the company 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 grant date of the restricted stock incentive plan;
② Authorize the board of directors to adjust the number of restricted shares granted / vested in accordance with the methods specified in the restricted stock 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, etc;
③ Authorize the board of directors to adjust the granting price of restricted shares in accordance with the methods specified in the 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 dividend distribution;
④ Authorize the board of directors to grant restricted shares to the incentive object when the incentive object meets the conditions and handle all matters necessary for the grant of restricted shares, including but not limited to signing the restricted stock grant agreement with the incentive object;
⑤ Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be vested, review and confirm the vesting qualification, vesting conditions and vesting quantity of the incentive object, and agree that the board of directors will authorize the remuneration and assessment committee of the board of directors to exercise this right;
⑥ Authorize the board of directors to handle all matters necessary for the ownership of incentive objects, including but not limited to applying to the stock exchange for ownership, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association and handling the change registration of the company’s registered capital;
⑦ Authorize the board of directors to go through the procedural procedures such as the change and termination of the incentive plan in accordance with the provisions of the company’s restricted stock incentive plan in 2022, including but not limited to the cancellation of the ownership qualification of the incentive object, the cancellation of the restricted shares of the incentive object that have not been vested, and the inheritance of the restricted shares of the deceased incentive object that have not been vested, Terminate the company’s restricted stock incentive plan; However, if laws, regulations or relevant regulatory authorities require such changes and termination to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such resolutions of the board of directors must be approved accordingly;
⑧ Authorize the board of directors to manage and adjust the company’s restricted stock 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 provisions 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;
⑨ Authorize the board of directors to implement other necessary matters required by the restricted stock 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 restricted stock 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 it deems necessary, appropriate or appropriate in connection with this incentive plan.
(3) The general meeting of shareholders is requested to authorize the board of directors to appoint intermediary institutions such as receiving banks, accountants and lawyers for the implementation of the restricted stock incentive plan.
(4) The above authorization shall be valid from the date of approval by the general meeting of shareholders to the duration of relevant matters.
Except for the matters that need to be adopted by the board of directors as specified in laws, administrative regulations, rules of the CSRC, normative documents, this restricted stock 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.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
As the directors Mr. Zhang Xiaoyi and Mr. Zhang Shu are the incentive objects, the related directors Mr. Zhang Xiaoyi and Mr. Zhang Shu have avoided voting in this vote.
The number of consent votes is 7; No negative votes; The number of abstentions was 0.
(IV) the proposal on convening the third extraordinary general meeting of shareholders in 2022 was deliberated and adopted
According to the provisions of the company law and the articles of association, the company plans to propose to convene the third extraordinary general meeting of shareholders in 2022 on March 17, 2022.
For details, please refer to the relevant announcement on the information disclosure website cninfo.com designated by the CSRC on the same day as this announcement.
The number of consent votes is 9; No negative votes; The number of abstentions was 0.
3、 Documents for future reference
Resolution of the second meeting of the sixth board of directors.
It is hereby announced.
Beijing Hezong Science&Technology Co.Ltd(300477) board of directors
March 1, 2022
