Announcement on the resolution of the 22nd Meeting of the 4th board of directors
Securities code: Shenyu Communication Technology Inc(300563) securities abbreviation: Shenyu Communication Technology Inc(300563) Announcement No.: 2022006 Shenyu Communication Technology Inc(300563)
Announcement on the resolution of the 22nd Meeting of the 4th 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、 Convening of board meeting
Shenyu Communication Technology Inc(300563) (hereinafter referred to as "the company") held the 22nd Meeting of the 4th board of directors in the conference room on the first floor of the company at 9:00 on March 1, 2022. The notice of the meeting will be delivered by hand and sent by e-mail on February 27, 2022. The meeting was presided over by Ms. Ren fengjuan, chairman of the board of directors. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting. The meeting was convened and held in accordance with the provisions of the company law of the people's Republic of China and the Shenyu Communication Technology Inc(300563) articles of association, and the meeting was legal and valid.
2、 Deliberations of the meeting
(I) deliberated and passed the proposal on the company's restricted stock incentive plan in 2022 (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 employees, enhance the company's core competitiveness, and ensure the realization of the company's development strategic objectives and corporate vision, on the premise of fully protecting the interests of shareholders, in accordance with the principle of reciprocity between income and contribution, and in accordance with the company law of the people's Republic of China The securities law of the people's Republic of China, the measures for the administration of equity incentive of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guide for GEM listed companies of Shenzhen Stock Exchange No. 1 - business handling and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association, The company has formulated the Shenyu Communication Technology Inc(300563) 2022 restricted stock incentive plan (Draft) and its abstract, and plans to implement the restricted stock incentive plan to the incentive objects.
Chen Hong and Lu ronghua, the directors of the company, are the incentive objects of this incentive plan. The above-mentioned personnel avoid voting, and other non affiliated directors participate in the voting of this proposal.
Announcement on the resolution of the 22nd Meeting of the 4th board of directors
Voting result: 5 directors agree, accounting for 100% of all non affiliated directors; 0 abstained; 0 objected. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Independent directors have expressed their independent opinions on the above matters.
For details, please refer to the Shenyu Communication Technology Inc(300563) 2022 restricted stock incentive plan (Draft) and Shenyu Communication Technology Inc(300563) 2022 restricted stock incentive plan (Draft) summary disclosed by the company on the gem information disclosure website designated by the CSRC on March 1, 2022.
(II) deliberated and passed the proposal on formulating the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022
In order to ensure the smooth progress of the company's restricted stock incentive plan in 2022 and ensure the realization of the company's development strategy and business objectives, the measures for the assessment and management of the implementation of the restricted stock incentive plan in Shenyu Communication Technology Inc(300563) 2022 are formulated in accordance with relevant laws and regulations, the provisions of the company's Shenyu Communication Technology Inc(300563) 2022 restricted stock incentive plan (Draft) and the actual situation of the company.
Chen Hong and Lu ronghua, the directors of the company, are the incentive objects of this incentive plan. The above-mentioned personnel avoid voting, and other non affiliated directors participate in the voting of this proposal.
Voting result: 5 directors agree, accounting for 100% of all non affiliated directors; 0 abstained; 0 objected. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the administrative measures for the assessment of the implementation of Shenyu Communication Technology Inc(300563) 2022 restricted stock incentive plan disclosed by the company on the gem information disclosure website designated by the CSRC on March 1, 2022.
(III) deliberated and passed the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan
In order to implement 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 matters related to the company's restricted stock incentive plan, including but not limited to:
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;
Announcement on the resolution of the 22nd Meeting of the 4th board of directors
(2) Authorize the board of directors to make corresponding adjustments to the number of restricted shares and the number of underlying shares involved in the restricted stock incentive plan 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, 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 signing the restricted stock incentive agreement with the incentive object; (5) Authorize the board of directors to review and confirm the incentive object's qualification and conditions for lifting the sales restriction, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
(6) Authorize the board of directors to decide whether the incentive object can lift the sales restriction;
(7) Authorize the board of directors to handle all matters necessary for the incentive object to lift the sales restriction, including but not limited to applying to the stock exchange for lifting the sales restriction, applying to the registration and settlement company for handling the relevant registration and settlement business, amending the articles of association and handling the change registration of the company's registered capital;
(8) Authorize the board of directors to handle the restricted stock sales that have not been lifted;
(9) Authorize the board of directors to handle the change and termination of the restricted stock 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 restricted stock of the incentive object, the repurchase and cancellation of the restricted stock of the incentive object that has not been lifted, and the inheritance of the restricted stock of the incentive object who has died (died) and has not been lifted, Terminate the company's restricted stock incentive plan;
(10) Authorize the board of directors to manage and adjust the company's 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;
(11) 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 equity incentive plan; Sign, execute, modify and complete the report to relevant governments and authorities
Announcement on the resolution of the 22nd Meeting of the 4th board of directors
Documents submitted by organizations, 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 qualified financial consultants, receiving banks, accountants, lawyers, securities companies 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.
Chen Hong and Lu ronghua, the directors of the company, are the incentive objects of this incentive plan. The above-mentioned personnel avoid voting, and other non affiliated directors participate in the voting of this proposal.
Voting result: 5 directors agree, accounting for 100% of all non affiliated directors; 0 abstained; 0 objected. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The board of directors agreed to hold the company's first extraordinary general meeting of shareholders in 2022 on March 17, 2022. This general meeting of shareholders will be held by a combination of on-site voting and online voting.
For details, see the notice of Shenyu Communication Technology Inc(300563) on convening the first extraordinary general meeting of shareholders in 2022 disclosed by the company on the gem information disclosure website designated by the CSRC on March 1, 2022.
Voting result: 7 directors agree, accounting for 100% of all directors; 0 abstained; 0 objected.
3、 Documents for future reference
Resolution of the 22nd Meeting of Shenyu Communication Technology Inc(300563) the 4th board of directors
It is hereby announced.
Shenyu Communication Technology Inc(300563) board of directors
March 1, 2002
