Securities code: 688058 securities abbreviation: Beijing Baolande Software Corporation(688058) Announcement No.: 2021-064
Beijing Baolande Software Corporation(688058)
Announcement of resolutions of the 6th meeting of the 3rd 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 legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
1、 Convening of board meeting
Beijing Baolande Software Corporation(688058) (hereinafter referred to as "the company") ）The sixth meeting of the third board of directors was held on December 24, 2021 in conference room 803-806, Zhongqing building, No. 19, North East Third Ring Road, Chaoyang District, Beijing. There are 7 directors who should attend the meeting and 7 directors who actually attended the meeting. The convening and convening of this meeting shall comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
The following proposals were considered and adopted by the voting of the directors attending the meeting:
(i) The proposal on adjusting the grant price of restricted stock incentive plan in 2020 was deliberated and adopted
Whereas the 2020 annual equity distribution of the company has been implemented and completed on June 2, 2021, according to the measures for the administration of equity incentive of listed companies According to the company's 2020 restricted stock incentive plan (Draft) and the authorization of the company's third extraordinary general meeting in 2020, the board of directors of the company adjusted the grant price (including reservation) of restricted shares, and the grant price (including reservation) of restricted shares was adjusted from 40.00 yuan / share to 38.575 yuan / share.
The independent directors of the company expressed their independent opinions.
For details, see Beijing Baolande Software Corporation(688058) announcement on adjusting the grant price of 2020 restricted stock incentive plan (Announcement No.: 2021-067) disclosed on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on the same day.
Voting results: 5 in favor, 0 against and 0 abstention, and the proposal was adopted unanimously.
（2） The proposal on granting restricted shares to incentive objects and reserving some restricted shares in 2020 restricted stock incentive plan was deliberated and adopted
According to the relevant provisions of the measures for the administration of equity incentive of listed companies, the company's 2020 restricted stock incentive plan (Draft) and the authorization of the company's third extraordinary general meeting in 2020, the board of directors agreed to grant 80000 restricted shares to two incentive targets with December 24, 2021 as the reserved grant date, with the grant price of 38.575 yuan / share.
The independent directors of the company expressed their independent opinions.
For details, see Beijing Baolande Software Corporation(688058) announcement on granting restricted shares reserved for 2020 restricted stock incentive plan to incentive objects (Announcement No.: 2021-066) disclosed on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on the same day.
Voting results: 5 in favor, 0 against and 0 abstention, and the proposal was adopted unanimously.
Related directors Yi Cundao and Yi Cunzhi have avoided voting on this proposal.
（3） Deliberated and adopted the "about the company"
<2021 年限制性股票激励计划（草案）>
In order to further establish and improve the company's long-term incentive mechanism, attract and retain talents, fully mobilize the enthusiasm of the company's core team, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, In accordance with the principle of equal incentives and constraints, relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of equity incentives of listed companies, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the business guide for information disclosure of listed companies on the science and Innovation Board No. 4 - disclosure of equity incentive information, and the provisions of the articles of association, The remuneration and assessment committee of the board of directors of the company has formulated the company's restricted stock incentive plan for 2021 (Draft) and its summary, and plans to implement the restricted stock incentive plan. The independent directors of the company have expressed their independent opinions.
See Beijing Baolande Software Corporation(688058) 2021 restricted stock incentive plan (Draft) and Beijing Baolande Software Corporation(688058) 2021 restricted stock incentive plan (Draft) summary announcement (Announcement No.: 2021-069) disclosed by the company on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on the same day.
Voting results: 6 in favor, 0 against and 0 abstention, and the proposal was adopted unanimously.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（4） 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 progress of the assessment of the company's restricted stock incentive plan in 2021 and effectively promote the realization of the company's development strategy and business objectives, according to relevant laws and regulations In accordance with the provisions of the company's restricted stock incentive plan for 2021 (Draft) and the actual situation of the company, the company hereby formulates the management measures for the implementation and assessment of the company's restricted stock incentive plan for 2021. The independent directors of the company expressed their independent opinions.
For details, please refer to the administrative measures for the implementation and assessment of Beijing Baolande Software Corporation(688058) 2021 restricted stock incentive plan disclosed by the company on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on the same day.
Voting results: 6 in favor, 0 against and 0 abstention, and the proposal was adopted unanimously.
Na Zhonghong, a related director, has avoided voting on this motion.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（5） The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2021 was deliberated and adopted
1. Submit to the general meeting of shareholders of the company 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 grant date of the restricted stock incentive plan; and authorize the board of directors to finally determine the actual first grant price on the premise of controlling the incentive cost and according to the trading situation of the company's stock market on the grant date, which shall not be lower than the lower limit of the first grant price determined by the incentive plan approved by the general meeting of shareholders;
(2) Authorize the board of directors to adjust the number of restricted shares granted / vested 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 or reduction, allotment, etc;
(3) Authorize the board of directors to adjust the granting / vesting 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 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 grant agreement with the incentive object;
(5) Authorize the board of directors to review and confirm the attribution qualification and number of incentive objects, 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 restricted shares granted to the incentive object can be vested;
(7) Authorize the board of directors to handle all matters necessary for the ownership of restricted shares of incentive objects, including but not limited to applying to the stock exchange for ownership, applying to the registration and Clearing Company for relevant registration and clearing business, amending the articles of association, handling the registration of changes in the company's registered capital, etc;
(8) Authorize the board of directors to handle the matters related to the change and termination of the restricted stock incentive plan in accordance with the provisions of the company's restricted stock incentive plan in 2021, including but not limited to canceling the ownership qualification of the incentive object, canceling the restricted stock that has not been owned by the incentive object, and handling the death of the incentive object (2) compensation and inheritance of restricted shares to which the deceased incentive object has not yet been vested;
(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 the incentive plan. However, if laws, regulations or relevant regulatory authorities require such modifications to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such modifications by the board of directors must Obtain corresponding approval;
(10) 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. Request 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; 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. Request the general meeting of shareholders to authorize the board of directors to appoint financial consultants, receiving banks, accounting firms, law firms, 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. 5. Among the above authorized matters, other authorized matters, except those that need to be deliberated and approved by the board of directors as specified in laws, administrative regulations, rules of the CSRC, normative documents, this equity incentive plan or the articles of association, 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: 6 in favor, 0 against and 0 abstention, and the proposal was adopted unanimously.
Na Zhonghong, a related director, has avoided voting on this motion.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（6） Deliberated and passed the proposal on the establishment of holding subsidiaries by the company's foreign investment
See Beijing Baolande Software Corporation(688058) announcement on foreign investment and establishment of holding subsidiaries (Announcement No.: 2021-068) disclosed by the company on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on the same day. The voting results: 7 votes in favour, 0 votes against and 0 abstention. The proposal was unanimously adopted.
（7） The proposal on convening the first extraordinary general meeting of shareholders in 2022 was reviewed and adopted
The company will hold the first extraordinary general meeting of shareholders in 2022 on January 12, 2022.
For details, see Beijing Baolande Software Corporation(688058) notice on convening the first extraordinary general meeting in 2022 (Announcement No.: 2021-071) disclosed on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on the same day.
Voting results: 7 in favor, 0 against and 0 abstention, and the proposal was adopted unanimously.
It is hereby announced.
Beijing Baolande Software Corporation(688058) board of directors December 25, 2021
