Securities code: Windsun Science Technology Co.Ltd(688663) securities abbreviation: Windsun Science Technology Co.Ltd(688663) Announcement No.: 2022005 Windsun Science Technology Co.Ltd(688663)
Announcement on the resolution of the sixth meeting of the third 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 responsibility for the authenticity, accuracy and integrity of its contents according to law.
1、 Convening of board meeting
Windsun Science Technology Co.Ltd(688663) (hereinafter referred to as "the company") the sixth meeting of the third board of directors was held on March 5, 2022 ( Saturday Co.Ltd(002291) ) in the form of on-site combined communication. The notice of the meeting was sent to all directors by means of communication on February 28, 2022. There are 9 directors who should attend the meeting, and 9 actually attended the meeting.
The meeting was presided over by Mr. He Hongchen, chairman of the board, and attended by supervisors and senior executives. The meeting shall be held in accordance with relevant laws, regulations, rules and the articles of association. After careful deliberation by all directors, the following resolutions were formed at the meeting: II. Deliberation at the meeting of the board of directors
(I) deliberated and passed the proposal on Windsun Science Technology Co.Ltd(688663) 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, senior managers, core technicians and other personnel deemed necessary by the board of directors, effectively combine the interests of shareholders, the company and the core team, and make all parties pay common attention to the long-term development of the company, Ensure the realization of the company's development strategy and business objectives. On the premise of fully protecting the interests of shareholders, in accordance with the principle of equal 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 and the Listing Rules of science and Innovation Board of Shanghai Stock Exchange The Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic), the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies, the self regulatory guide for listed companies on the science and Innovation Board No. 4 - disclosure of equity incentive information The company has formulated the Windsun Science Technology Co.Ltd(688663) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as "the incentive plan") and its summary in accordance with the relevant laws, regulations, normative documents and the provisions of the Windsun Science Technology Co.Ltd(688663) articles of association, It is proposed to implement the incentive plan to the incentive object.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed Windsun Science Technology Co.Ltd(688663) 2022 restricted stock incentive plan (Draft) and its abstract.
Affiliated directors he Hongchen, Hou Lei and Wang Chuanyu avoided voting, and other non affiliated directors participated in the voting of this proposal.
Voting results: 6 in favor, 0 against, 0 abstention and 3 withdrawal.
This proposal needs to be approved by Shandong Energy Group Co., Ltd. and submitted to the state owned assets supervision and Administration Commission of Shandong Provincial People's government for filing before being submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the measures for the administration of the implementation and assessment of the Windsun Science Technology Co.Ltd(688663) 2022 restricted stock incentive plan
In order to ensure the smooth implementation of the company's incentive plan, further improve the corporate governance structure, form a good and balanced value distribution system, encourage the company's directors, senior managers, core technicians and other personnel deemed necessary by the board of directors to work honestly and diligently, and ensure the steady improvement of the company's performance, To ensure the realization of the company's development strategy and business objectives, and in accordance with relevant national regulations and the company's actual situation, the measures for the administration of the assessment of the implementation of Windsun Science Technology Co.Ltd(688663) 2022 restricted stock incentive plan is hereby formulated.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The administrative measures for the implementation and assessment of Windsun Science Technology Co.Ltd(688663) 2022 restricted stock incentive plan disclosed.
Affiliated directors he Hongchen, Hou Lei and Wang Chuanyu avoided voting, and other non affiliated directors participated in the voting of this proposal.
Voting results: 6 in favor, 0 against, 0 abstention and 3 withdrawal.
This proposal needs to be approved by Shandong Energy Group Co., Ltd. and submitted to the state owned assets supervision and Administration Commission of Shandong Provincial People's government for filing before being submitted to the general meeting of shareholders of the company for deliberation.
(III) deliberated and passed the proposal on the measures for the administration of Windsun Science Technology Co.Ltd(688663) 2022 restricted stock incentive plan
In order to clarify the management organization of the company's restricted stock incentive plan in 2022 and its responsibilities and authorities, implementation process, special situation treatment, information disclosure, financial accounting and tax treatment, supervision and management and other contents, the measures for the management of Windsun Science Technology Co.Ltd(688663) 2022 restricted stock incentive plan are hereby formulated in accordance with relevant national laws, administrative regulations and the actual situation of the company.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Measures for the administration of Windsun Science Technology Co.Ltd(688663) 2022 restricted stock incentive plan disclosed.
Affiliated directors he Hongchen, Hou Lei and Wang Chuanyu avoided voting, and other non affiliated directors participated in the voting of this proposal.
Voting results: 6 in favor, 0 against, 0 abstention and 3 withdrawal.
This proposal needs to be approved by Shandong Energy Group Co., Ltd. and submitted to the state owned assets supervision and Administration Commission of Shandong Provincial People's government for filing before being submitted to the general meeting of shareholders of the company for deliberation.
(IV) 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 restricted stock incentive plan in 2022
In order to better promote and 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 incentive plan, including but not limited to the following matters: 1 The general meeting of shareholders of the company is requested 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 qualifications and conditions of the incentive object to participate in the incentive plan and determine the grant date of the restricted stock incentive plan;
(2) Authorize the board of directors to adjust the grant / attribution quantity and grant price of restricted shares according to the methods specified in the incentive plan when the company has matters such as capital reserve converted into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
(3) 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;
(4) Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be attributed, review and confirm the attribution qualification and attribution conditions of the incentive object, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
(5) Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be vested;
(6) Authorize the board of directors to handle all matters necessary for the 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 handling relevant registration and settlement business, amending the articles of association, applying to the administrative department for Industry and Commerce for handling the change registration of the company's registered capital, etc;
(7) Authorize the board of directors to eliminate or replace the samples of the same industry or benchmarking enterprises for the performance evaluation of the company's restricted stock incentive plan in 2022 in accordance with the provisions of the restricted stock incentive plan in 2022 (Draft); Authorize the board of directors to adjust the corresponding indicators in the same direction in case of major fluctuations or deviations in the industry market environment, but the corresponding adjustment shall be reviewed and approved by the superior examination and approval department;
(8) Authorize the board of directors to handle the relevant matters involved in 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 the cancellation of the ownership qualification of the incentive object, the cancellation of the ownership of the restricted stock of the incentive object that has not been vested, and the compensation and inheritance of the restricted stock of the deceased incentive object that has not been vested;
(9) 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;
(10) Authorize the board of directors to sign, execute, modify and terminate any agreement related to this incentive plan and other relevant agreements;
(11) 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 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;
(12) Authorize the board of directors to implement other necessary matters required by the 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; Amend the articles of association and handle the registration of changes in the company's registered capital; And do all acts that it deems necessary, appropriate or appropriate in connection with the incentive plan, except for the rights expressly required to be exercised by the general meeting of shareholders in the relevant documents.
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 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 the incentive plan. Except for the matters that need to be passed by the resolution of 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.
Affiliated directors he Hongchen, Hou Lei and Wang Chuanyu avoided voting, and other non affiliated directors participated in the voting of this proposal.
Voting results: 6 in favor, 0 against, 0 abstention and 3 withdrawal.
This proposal needs to be approved by Shandong Energy Group Co., Ltd. and submitted to the state owned assets supervision and Administration Commission of Shandong Provincial People's government for filing before being submitted to the general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal on replacing directors of the company
Due to work adjustment, Mr. Hou Lei and Mr. Wang Chuanyu no longer serve as directors of the third board of directors of the company. Yankuang Donghua Group Co., Ltd., the controlling shareholder of the company, nominated Mr. Jiang Nan and Mr. Shao Liang as candidates for directors of the third board of directors of the company and submitted them to the general meeting of shareholders of the company for deliberation. Candidates for directors shall hold office after being deliberated and approved by the general meeting of shareholders, and their term of office shall expire on the date of expiration of the term of office of the third board of directors of the company.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Windsun Science Technology Co.Ltd(688663) on change of directors and supervisors disclosed.
Voting results: 9 in favor, 0 against, 0 abstention and 0 withdrawal.
The independent directors have expressed their independent opinions with explicit consent. This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval.
(VI) the proposal on convening the company's first extraordinary general meeting in 2022 was deliberated and adopted. The voting results: 9 votes in favor, 0 votes against, 0 votes abstained and 0 votes avoided.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The notice of Windsun Science Technology Co.Ltd(688663) on convening the first extraordinary general meeting of shareholders in 2022 disclosed. It is hereby announced.
Windsun Science Technology Co.Ltd(688663) board of directors March 7, 2022
