Securities code: 301046 securities abbreviation: Shanghai Nenghui Technology Co.Ltd(301046) Announcement No.: 2021-027 Shanghai Nenghui Technology Co.Ltd(301046)
Announcement of resolutions of the 20th 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、 Convening of board meeting
Shanghai Nenghui Technology Co.Ltd(301046) (hereinafter referred to as "the company") ）The 20th meeting of the second board of directors was held on December 9, 2021 by personal delivery, telephone and other means, and was held in the company's conference room on December 14, 2021 by on-site combined with communication. There were 9 directors who should attend the meeting and 9 actually attended the meeting. For work and epidemic reasons, Mr. Wen Pengfei, Mr. Zhang Jianding, Mr. Tan Yixin, Mr. Li Wanfeng and independent directors Ms. Zhang MEIXIA, Ms. Wang Fang and Mr. Liu Dunnan attended the meeting by means of communication. The meeting was presided over by Mr. Luo Chuankui, chairman of the company, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of the meeting shall comply with the relevant provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
After careful deliberation and voting, all directors present at the meeting formed the following resolutions:
1. Deliberated and adopted the "about the company"
<2021 年限制性股票激励计划（草案）>
And its abstract
In order to further improve the corporate governance structure and establish and improve the medium and long-term incentive and restraint mechanism of the company, Attract and retain companies Directors, senior managers and key personnel serving in (including subsidiaries) shall fully mobilize their enthusiasm and creativity, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, effectively combine the interests of shareholders, the company and the core team, so that all parties can jointly pay attention to the long-term development of the company and ensure the realization of the company's development strategy and business objectives On the premise of protecting the interests of shareholders, in accordance with the principle of equal income and contribution, 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 shares of Shenzhen Stock Exchange, the guide for business handling of GEM listed companies No. 5 - equity incentive and other relevant laws According to the regulations, normative documents and the articles of association, the company formulates the 2021 restricted stock incentive plan (Draft) and its summary, and plans to grant restricted shares to incentive objects.
Voting results: 7 in favor, 0 against and 0 abstention. Tan Yixin and Li Wanfeng, the directors of the company, were the incentive objects of the equity incentive plan, and the above two avoided voting.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
The independent directors expressed their independent opinions on the above proposal. The Shanghai Nenghui Technology Co.Ltd(301046) 2021 restricted stock incentive plan (Draft) and its abstract and the independent directors' independent opinions on matters related to the 20th meeting of the second board of directors of the company are detailed in cninfo (www.cn. Info. Com.. CN.) disclosed on the same day as this announcement.
2. Deliberated and adopted the "about the company"
<2021 年限制性股票激励计划实施考核管理办法>
Proposal for
In order to ensure the smooth implementation of the company's restricted stock incentive plan (Draft) in 2021, 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 Shenzhen Stock exchange on the gem, and the guide for business handling of companies listed on the gem No. 5 - equity incentive And other relevant laws, regulations and normative documents, as well as the provisions of the articles of association, and in combination with the actual situation of the company, the management measures for the implementation and assessment of the restricted stock incentive plan in 2021 are hereby formulated.
Voting results: 7 in favor, 0 against and 0 abstention. Tan Yixin and Li Wanfeng, the directors of the company, were the incentive objects of the equity incentive plan, and the above two avoided voting.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
The independent directors expressed their independent opinions on the above proposal. See http://www.cn.info.com.cn.cn on the same day of this announcement for details of the measures for the administration of the implementation and assessment of the restricted stock incentive plan in Shanghai Nenghui Technology Co.Ltd(301046) 2021 and the independent opinions of independent directors on matters related to the 20th meeting of the second board of directors.
3. The proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021 was deliberated and adopted
In order to better promote and implement the company's 2021 restricted stock incentive plan, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle the following matters related to the company's 2021 restricted stock incentive plan: (1) the general meeting of shareholders of the company is requested to authorize the board of directors to be responsible for the specific implementation of the equity incentive plan:
1) Authorize the board of directors to determine the qualifications and conditions of the incentive object to participate in the restricted stock incentive plan, and determine the grant date of the company's restricted stock incentive plan;
2) Authorize the board of directors to adjust 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 conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision, allotment and stock reduction;
3) Authorize the board of directors to adjust the granting price of restricted shares according to 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, allotment, share reduction or dividend distribution;
4) Authorize the board of directors to adjust the shares of restricted shares due to employees' resignation or employees' abandonment of subscription to the reserved part or distribute and adjust among incentive objects before the grant of restricted shares;
5) 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;
6) Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be lifted, review and confirm the qualification and quantity of the incentive object to be lifted, and agree that the board of directors will authorize the remuneration and assessment committee of the board of directors to exercise this right;
7) Authorize the board of directors to handle all matters necessary for the release of sales restriction / ownership of incentive objects, including but not limited to submitting an application for ownership to the stock exchange, 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;
8) Authorize the board of directors to handle relevant matters related to the change and termination of the restricted stock incentive plan according to the provisions of the company's restricted stock incentive plan, including but not limited to canceling the restricted sales / attribution qualification of the incentive object, abolishing the restricted stock that the incentive object has not yet belonged to, and terminating the company's restricted stock incentive plan;
9) 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 restricted stock 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;
10) Authorize the board of directors to determine the incentive object, grant quantity, grant price and grant date of restricted shares reserved in the company's equity incentive plan;
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; sign, implement, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals; modify the articles of Association . handle the change registration of the company's registered capital; And do all acts it deems necessary, appropriate or appropriate in connection with this restricted stock incentive plan.
(3) The general meeting of shareholders is requested to authorize the board of directors to appoint financial advisers, receiving banks, accountants, lawyers and other intermediaries 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.
For the above authorized matters, except for the matters that are clearly required to be adopted by the resolution of the board of directors in laws, administrative regulations, rules of the CSRC, normative documents, this restricted stock incentive plan or the articles of association, other matters shall be submitted to the general meeting of shareholders of the company to authorize the board of directors, and the board of directors of the company shall further authorize the chairman of the company or the appropriate person authorized by him to exercise them.
Voting results: 7 in favor, 0 against and 0 abstention. Tan Yixin and Li Wanfeng, the directors of the company, were the incentive objects of the equity incentive plan, and the above two avoided voting.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4. The proposal on convening the fifth extraordinary general meeting of shareholders in 2021 was reviewed and adopted
The company is scheduled to hold the fifth extraordinary general meeting of shareholders in 2021 on December 30, 2021 to review the relevant proposals considered and adopted by the board of directors. For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com..cn. ）Notice on convening the fifth extraordinary general meeting of shareholders in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. The resolution of the 20th meeting of the second board of directors signed by the attending directors and stamped with the seal of the board of directors; 2. Independent opinions of independent directors on matters related to the 20th meeting of the second board of directors of the company. Shanghai Nenghui Technology Co.Ltd(301046) board of directors December 15, 2021
