Securities code: 300648 securities abbreviation: Fujian Nebula Electronics.Ltd(300648) Announcement No.: 2021-125 Fujian Nebula Electronics.Ltd(300648)
Announcement on resolutions of the 16th meeting of the third 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.
Fujian Nebula Electronics.Ltd(300648) (hereinafter referred to as "the company") ）The notice and meeting materials of the 16th meeting of the third board of directors were sent to all directors, supervisors and senior managers by hand, e-mail and fax on December 20, 2021. The meeting was held in the conference room of the company at No. 6 Shishi Road, Mawei District, Fuzhou on December 27, 2021. The meeting was convened and presided over by Mr. Li Youcai, chairman of the company. There were 7 directors who should be present and 7 actual directors. All supervisors, senior managers and other relevant personnel of the company attended the meeting as nonvoting delegates. The convening and convening of the board meeting comply with the relevant provisions of the company law of the people's Republic of China and the Fujian Nebula Electronics.Ltd(300648) articles of Association (hereinafter referred to as the "articles of association").
After careful consideration by the directors attending the meeting, the following resolutions were adopted by open ballot one by one:
1、 Deliberated and adopted the "about the company"
<2021 年限制性股票激励计划（草案）>
And its summary. Mr. Liu Zuobin, the director, avoided voting as the incentive object of the restricted stock incentive plan, Mr. Li Youcai, the chairman, avoided voting as the person acting in concert of Mr. Liu Zuobin, the incentive object, and other non affiliated directors participated in the voting of this proposal. The voting result was: 5 votes in favor; 0 votes against; There were no abstentions.
In order to further establish and improve the company's long-term incentive mechanism and attract and retain excellent talents, Fully mobilize the enthusiasm of directors, senior managers, middle managers and core technology (business) backbone employees of the company (including holding subsidiaries), 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. According to the company law of the people's Republic of China Securities Law of the people's Republic of China, measures for the administration of equity incentive of listed companies, Shenzhen Stock Exchange gem
The 2021 restricted stock incentive plan (Draft) and its abstract have been formulated in accordance with the provisions of relevant laws, regulations and normative documents such as the stock listing rules (revised in December 2020), the guide for business handling of companies listed on the gem No. 5 - equity incentive and the articles of association.
The company's restricted stock incentive plan for 2021 (Draft) and its abstract, as well as the specific contents of the opinions expressed by the independent directors and the board of supervisors, are published in China Securities Journal, Shanghai Securities Journal, securities times, securities daily and cninfo.com on December 28, 2021（ http://www.cn.info.com..cn. ）Relevant contents of.
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 of the total voting shares held by unrelated shareholders attending the general meeting of shareholders.
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>
The motion of the. Mr. Liu Zuobin, the director, avoided voting as the incentive object of the restricted stock incentive plan, Mr. Li Youcai, the chairman, avoided voting as the person acting in concert of Mr. Liu Zuobin, the incentive object, and other non affiliated directors participated in the voting of this proposal. The voting result was: 5 votes in favor; 0 votes against; There were no abstentions.
In order to ensure the smooth implementation of the company's restricted stock incentive plan in 2021 (hereinafter referred to as "this incentive plan" and "restricted stock incentive plan") and ensure the realization of the company's development strategy and business objectives, the company is hereby formulated in accordance with the relevant provisions of relevant laws and regulations and in combination with the actual situation of the company Management measures for the implementation and assessment of restricted stock incentive plan in 2021.
The management measures for the implementation and assessment of restricted stock incentive plan in 2021 are published in China Securities Journal, Shanghai Securities Journal, securities times, securities daily and cninfo.com on December 28, 2021（ http://www.cn.info.com..cn. ）Relevant contents of.
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 of the total voting shares held by unrelated shareholders attending the general meeting of shareholders.
3、 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive was deliberated and adopted. Mr. Liu Zuobin, the director, avoided voting as the incentive object of the restricted stock incentive plan, Mr. Li Youcai, the chairman, avoided voting as the person acting in concert of Mr. Liu Zuobin, the incentive object, and other non affiliated directors participated in the voting of this proposal. The voting result was: 5 votes in favor; 0 votes against; There were no abstentions.
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 company's 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 in 2021:
(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 number of restricted shares granted / vested 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, division or reduction of shares, allotment of shares, 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, division or reduction of shares, allotment of shares, dividend distribution, etc;
(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 but not limited to 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 of the board of directors of the company 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 securities depository and Clearing Company for relevant registration and clearing business, amending the articles of association and handling the registration of changes in the company's registered capital;
(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 the cancellation of the ownership qualification of the incentive object, the cancellation of the restricted stock of the incentive object that has not been vested, and the inheritance or cancellation of the ownership of the restricted stock of the deceased incentive object that has not been vested Matters;
(9) 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 terms of the incentive plan. However, if laws, regulations or relevant regulatory authorities require such modifications to be approved by the shareholders' meeting or / and relevant regulatory authorities, such modifications of the board of directors must be approved by the shareholders' meeting Corresponding approval;
(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 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 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. The general meeting of shareholders is requested to authorize the board of directors to appoint financial advisers, receiving banks, accountants, lawyers, securities companies and other intermediaries for the implementation of the 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.
5. Among 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.
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 of the total voting shares held by unrelated shareholders attending the general meeting of shareholders.
4、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted, and the voting results were: 7 votes in favor; 0 votes against; There were no abstentions.
The board of directors of the company will hold the first extraordinary general meeting of shareholders in 2022 at 14:30 p.m. on January 14, 2022 in the first conference room of the company, No. 6, Shishi Road, Mawei District, Fuzhou City, Fujian Province. The meeting will be held by a combination of on-site voting and online voting.
The notice on convening the first extraordinary general meeting of shareholders in 2022 is published in China Securities News, Shanghai Securities News, securities times, securities daily and cninfo.com on December 28, 2021（ http://www.cn.info.com..cn. ）Relevant contents of.
Documents for future reference
2. Independent opinions of Fujian Nebula Electronics.Ltd(300648) independent directors on matters related to the 16th meeting of the third board of directors.
It is hereby announced.
Fujian Nebula Electronics.Ltd(300648)
Board of directors
December 28, 2001
