Announcement on resolutions of the 20th meeting of the 4th board of directors
Securities code: 300425 securities abbreviation: Cscec Scimee Sci.&Tech.Co.Ltd(300425) Announcement No.: 2021-032 Cscec Scimee Sci.&Tech.Co.Ltd(300425)
Announcement on resolutions of the 20th 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
Cscec Scimee Sci.&Tech.Co.Ltd(300425) (hereinafter referred to as "the company") ）The notice of the 20th meeting of the 4th board of directors and the meeting proposal have been sent to all directors of the company by telephone, SMS, e-mail and written form on December 22, 2021. On the premise of ensuring that directors can fully express their opinions, the board meeting will be held by means of communication on December 24, 2021. 9 directors should attend the meeting and 9 directors actually attend the meeting. The contents of the meeting were also notified to the supervisors and senior managers of the company.
The meeting was held in accordance with the company law of the people's Republic of China and other laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
The directors attending the meeting deliberated and voted on the following proposals and formed the following resolutions:
(i) Consideration and adoption of the Convention on
< Cscec Scimee Sci.&Tech.Co.Ltd(300425) 2021年限制性股票激励计划（草案）>
And its summary.
In order to further improve the corporate governance structure and establish and improve the company's long-term incentive and restraint mechanism, Attract and retain companies (including subsidiaries) directors, senior managers, middle managers and key employees in key positions, 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, make all parties pay common attention to the long-term development of the company and ensure the development strategy and business objectives of the company In order to realize the target, the company has formulated the restricted stock incentive plan (Draft) for Cscec Scimee Sci.&Tech.Co.Ltd(300425) 2021 (hereinafter referred to as the "restricted stock incentive plan") and its summary in accordance with relevant laws and regulations, and intends to grant restricted shares to incentive objects.
For details, please refer to the restricted stock incentive plan and its abstract disclosed on cninfo.com on the same day.
Announcement on resolutions of the 20th meeting of the 4th board of directors
Voting results: 9 in favor, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on the company's restricted stock incentive plan. For details, please refer to the independent opinions of independent directors on relevant proposals of the 20th meeting of the Fourth Board of directors disclosed on cninfo.com on the same day.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and shall be approved by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
（2） Consideration and adoption of the Convention on
< Cscec Scimee Sci.&Tech.Co.Ltd(300425) 2021年限制性股票激励计划实施考核管理办法>
The motion of the.
For details, please refer to the administrative measures for the implementation and assessment of Cscec Scimee Sci.&Tech.Co.Ltd(300425) 2021 restricted stock incentive plan disclosed on cninfo.com on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and shall be approved by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
（3） Consideration and adoption of the Convention on
< Cscec Scimee Sci.&Tech.Co.Ltd(300425) 2021年限制性股票激励计划管理办法>
The motion of the.
For details, please refer to the measures for the administration of Cscec Scimee Sci.&Tech.Co.Ltd(300425) 2021 restricted stock incentive plan disclosed on cninfo.com on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and shall be approved by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
（4） The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's equity incentive plan was deliberated and adopted.
In order to implement the company's restricted stock incentive plan in 2021, 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 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 restricted stock incentive plan:
Announcement on resolutions of the 20th meeting of the 4th board of directors
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 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 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 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 adjust the shares of restricted shares that employees give up to subscribe to to the reserved part or distribute and adjust or directly reduce 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;
6. Authorize the board of directors to review and confirm the attribution qualification and attribution conditions of incentive objects, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
7. Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be vested;
8. 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 registration, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association and handling the registration of changes in the company's registered capital;
9. Authorize the board of directors to cancel the ownership qualification of the incentive object, cancel the ownership of the restricted shares of the incentive object that have not been vested, and handle the compensation and inheritance of the restricted shares of the deceased incentive object that have not been vested; 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 restricted stock incentive plan;
11. Authorize the board of directors to sign, execute, modify and terminate any agreement related to this restricted stock incentive plan and other relevant agreements;
12. 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 restricted stock incentive plan. However, if required by laws, regulations or relevant regulatory authorities, such amendments shall be approved by the general meeting of shareholders or / and
Announcement on resolutions of the 20th meeting of the 4th board of directors
With the approval of the relevant regulatory authority, such amendments by the board of directors must be approved accordingly;
13. 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, handle the change registration of the company's registered capital (including capital increase, capital reduction, etc.), and do all acts it deems necessary, appropriate or appropriate related to the restricted stock 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, lawyers and securities companies for the implementation of the restricted stock incentive plan.
4、 The general meeting of shareholders of the company shall agree that the period of authorization to the board of directors shall be consistent with the validity of this restricted stock incentive plan. 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.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and shall be approved by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
3、 Documents for future reference
Resolution of the 20th meeting of the 4th board of directors.
It is hereby announced.
Cscec Scimee Sci.&Tech.Co.Ltd(300425) board of directors December 24, 2021
