Securities code: 002600 securities abbreviation: Lingyi Itech (Guangdong) Company(002600) Announcement No.: 2021-143 Lingyi Itech (Guangdong) Company(002600)
Announcement on resolutions of the 15th meeting of the 5th 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
The 15th meeting of the 5th board of directors of Lingyi Itech (Guangdong) Company(002600) (hereinafter referred to as “the company”) was held on December 27, 2021 by means of on-site voting combined with communication. The notice of the meeting was sent by e-mail on December 24, 2021. The convening of the meeting was in accordance with the company law and the articles of association Provisions of the. The meeting was convened and presided over by Ms. Zeng fangqin, chairman of the company. There are 7 directors of the company, and 7 actually participated in the voting.
2、 Deliberations of the board meeting
(i) The proposal on changing some investment projects with raised funds was deliberated and adopted
According to the company’s long-term development strategy and capital demand, in order to improve the use efficiency of the raised funds, the company plans to adjust one of the investment projects of the non-public offering of shares, “electromagnetic functional material project”, and use the remaining raised funds of 490 million yuan and interest to invest in “new touch panel and keyboard module project”. The amount of the investment project of some raised funds changed this time is RMB 490 million, accounting for 16.48% of the net funds raised from the non-public offering of shares.
The proposal can only be implemented after being submitted to the general meeting of shareholders for deliberation and approval.
For details of this proposal, please refer to the announcement on changing some investment projects with raised funds (Announcement No.: 2021-145) disclosed by the company in Shanghai Securities News, China Securities News, securities times, securities daily and cninfo.com (www.cn. Info. Com.. CN).
The independent directors of the company have issued independent opinions on this proposal and the sponsor has issued verification opinions. For details, see the independent opinions of independent directors on matters related to the 15th meeting of the Fifth Board of directors and the verification opinions on Guosen Securities Co.Ltd(002736) changing part of the investment projects of raised funds disclosed on the same day of this announcement.
Voting results: 7 in favor, 0 against and 0 abstention. It was adopted after deliberation.
（2） The proposal on the company providing guarantee for wholly-owned subsidiaries was deliberated and adopted
In order to meet the requirements of Salcomp Turkey teknoloj, a wholly-owned subsidiary İ SANAY İ VET İ CARET ANON İ M Şİ RKET İ (hereinafter referred to as “turkey selkang”) needs for daily business development, and the maximum guarantee amount shall not exceed USD 50 million (converted according to the RMB exchange rate in the inter-bank foreign exchange market on December 27, 2021, about RMB 318.43 million), it is proposed to provide joint and several liability guarantee for the business between Turkey selkang and the customer, and sign the parent company guarantee letter after the deliberation and approval of the general meeting of shareholders. The guarantee period is from the date when the obligations of the above business are fulfilled.
The proposal can only be implemented after being submitted to the general meeting of shareholders for deliberation and approval.
For details of this proposal, please refer to the announcement on the company providing guarantee for wholly-owned subsidiaries (Announcement No.: 2021-146) disclosed by the company in Shanghai Securities News, China Securities News, securities times, securities daily and cninfo.com (www.cn. Info. Com.. CN).
Voting results: 7 in favor, 0 against and 0 abstention. It was adopted after deliberation.
（3） The proposal on canceling some stock options of 2018 stock option and restricted stock incentive plan and repurchasing and canceling some restricted shares was reviewed and approved
Whereas some incentive objects of the company’s 2018 stock option and restricted stock incentive plan have resigned from the company The individual performance appraisal results in 2020 are C (to be improved) and D (failed). According to the Lingyi Itech (Guangdong) Company(002600) 2018 stock option and restricted stock incentive plan (Draft) According to the relevant provisions of the company, the company shall cancel 1637740 stock options granted but not exercised to 59 incentive objects for the first time, 636365 stock options granted but not exercised to 40 reserved incentive objects, repurchase and cancel 1426211 restricted shares granted but not released to 45 incentive objects for the first time 868050 restricted shares granted to 26 reserved incentive objects but not yet lifted. The proposal can only be implemented after being submitted to the general meeting of shareholders for deliberation and approval.
For details of this proposal, please refer to the announcement on cancellation of some stock options and repurchase and cancellation of some restricted shares in the 2018 stock option and restricted stock incentive plan (Announcement No.: 2021-147) disclosed by the company in Shanghai Securities News, China Securities News, securities times, securities daily and cninfo (www.cn. Info. Com.. CN).
The independent directors of the company have issued independent opinions on this proposal, and the lawyers have issued legal opinions, For details, see the independent opinions of independent directors on matters related to the 15th meeting of the Fifth Board of directors and the legal opinions of Beijing Tianyuan (Shenzhen) law firm on the cancellation of some stock options and repurchase of some restricted shares under the Lingyi Itech (Guangdong) Company(002600) 2018 stock option and restricted stock incentive plan disclosed on the same day of this announcement.
Voting results: 7 in favor, 0 against and 0 abstention. It was adopted after deliberation.
（4） The proposal on cancellation of some stock options and repurchase cancellation of some restricted shares in 2020 stock option and restricted stock incentive plan was reviewed and approved
Since some incentive objects have resigned from the company, According to the relevant provisions of the Lingyi Itech (Guangdong) Company(002600) 2020 stock option and restricted stock incentive plan (Revised Draft), the company cancelled 4305000 stock options granted but not exercised by 61 first granted incentive objects, and repurchased and cancelled 1691000 restricted shares granted but not lifted by 55 first granted incentive objects.
The proposal can only be implemented after being submitted to the general meeting of shareholders for deliberation and approval.
For details of this proposal, please refer to the announcement on cancellation of some stock options and repurchase and cancellation of some restricted shares in 2020 stock option and restricted stock incentive plan (Announcement No.: 2021-148) disclosed by the company in Shanghai Securities News, China Securities News, securities times, securities daily and cninfo.com (www.cn. Info. Com.. CN).
The independent directors of the company have issued independent opinions on this proposal, and the lawyers have issued legal opinions, For details, see the independent opinions of independent directors on matters related to the 15th meeting of the Fifth Board of directors and the legal opinions of Beijing Tianyuan (Shenzhen) law firm on the cancellation of some stock options and repurchase of some restricted shares under the Lingyi Itech (Guangdong) Company(002600) 2020 stock option and restricted stock incentive plan disclosed on the same day of this announcement.
Voting results: 7 in favor, 0 against and 0 abstention. It was adopted after deliberation.
（5） The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company plans to hold the first extraordinary general meeting of shareholders in 2022 on January 12, 2022. For details, please refer to the notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2021-149) disclosed by the company on Shanghai Securities News, China Securities News, securities times, securities daily and cninfo (www.cn. Info. Com.. CN).
Voting results: 7 in favor, 0 against and 0 abstention. It was adopted after deliberation.
3、 Documents for future reference
1. Resolutions of the 15th meeting of the 5th board of directors;
2. Independent opinions of independent directors on matters related to the 15th meeting of the Fifth Board of directors of the company. It is hereby announced.
Lingyi Itech (Guangdong) Company(002600) board of directors
December 27, 2001
