Securities code: Shenzhen Sinexcel Electric Co.Ltd(300693) securities abbreviation: Shenzhen Sinexcel Electric Co.Ltd(300693) Announcement No.: 2022003
Shenzhen Sinexcel Electric Co.Ltd(300693)
Announcement of the resolution of the fifth 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.
1、 Meetings of the board of directors
Shenzhen Sinexcel Electric Co.Ltd(300693) (hereinafter referred to as "the company") the notice and proposal materials of the fifth meeting of the third board of directors (hereinafter referred to as "the meeting") were sent to all directors of the company by mail and communication on March 1, 2022. The meeting was held by means of communication on March 4, 2022. The meeting was presided over by Chairman Fang Xing. There were 8 directors who should attend the meeting and 8 actually attended the meeting. All supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with relevant laws and regulations and the articles of association, and the meeting was legal and effective.
2、 Deliberations of the board meeting
1. 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, and effectively combine the interests of shareholders, the company and the personal interests of the core team, Make all parties concerned about the long-term development of the company. On the premise of fully protecting the interests of shareholders, in accordance with the principle of equal income and contribution, in accordance with the company law of the people's Republic of China, the measures for the administration of equity incentive of listed companies, the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020) and other relevant laws According to the regulations, normative documents and the Shenzhen Sinexcel Electric Co.Ltd(300693) 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 (Draft) in 2022 and plans to implement the restricted stock incentive plan.
For details, please refer to the company's website (www.cn. Info. Com. CN.) The company's 2022 restricted stock incentive plan (Draft) and the company's 2022 restricted stock incentive plan (Draft) summary disclosed.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
Ms. Yang Liu, a related director, avoided voting on this proposal.
This proposal needs to be deliberated and approved by the general meeting of shareholders.
Securities code: Shenzhen Sinexcel Electric Co.Ltd(300693) securities abbreviation: Shenzhen Sinexcel Electric Co.Ltd(300693) Announcement No.: 2022003
2. To ensure the smooth implementation of the company's 2022 restricted stock incentive plan and the realization of the company's development strategy and business objectives, in accordance with relevant laws and regulations and the provisions of the company's 2022 restricted stock incentive plan (Draft), and in combination with the actual situation of the company, The company hereby formulates the management measures for the implementation and assessment of the restricted stock incentive plan in 2022.
For details, please refer to the company's website (www.cn. Info. Com. CN.) Disclosed the company's measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2022.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
Ms. Yang Liu, a related director, avoided voting on this proposal.
This proposal needs to be deliberated and approved by the general meeting of shareholders.
3. Deliberating the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive
The board of directors agrees that, in order to implement the company's restricted stock incentive plan in 2022, the general meeting of shareholders is requested to authorize the board of directors to handle the following matters related to the company's restricted stock incentive plan, including but not limited to:
(1) Submit to the general meeting of shareholders of the company 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 grant date of the restricted stock incentive plan;
○ 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 capital reserve converted into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and so on;
○ 3 authorize the board of directors to adjust the granting price of restricted shares according to the methods specified in the restricted stock 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;
○ 4 authorize the board of directors to grant restricted shares to the incentive object and handle all relevant matters when the incentive object meets the conditions, 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, conditions and quantity 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 settlement company for relevant registration and settlement business, amending the articles of association and handling the registration of changes in the registered capital of the company;
Securities code: Shenzhen Sinexcel Electric Co.Ltd(300693) securities abbreviation: Shenzhen Sinexcel Electric Co.Ltd(300693) Announcement No.: 2022003
○ 8 authorize the board of directors to handle 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 2022, including but not limited to the cancellation of the ownership qualification of the incentive object and the cancellation and invalidation of the restricted stock that has not been owned by the incentive object, Handle the inheritance of restricted shares to which the incentive object has not been vested due to work-related death (death);
○ 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 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;
○ 10 other necessary matters necessary for authorizing the board of directors to implement the restricted stock incentive plan, except the rights to be exercised by the general meeting of shareholders as clearly specified in the 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 equity incentive plan; Sign, execute, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals, and do all acts that they think are necessary, appropriate or appropriate related to 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) 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.
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.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
Ms. Yang Liu, a related director, avoided voting on this proposal.
This proposal needs to be deliberated and approved by the general meeting of shareholders.
4. Deliberating the proposal on convening the first extraordinary general meeting of shareholders in 2022
The board of directors proposed to hold the first extraordinary general meeting of shareholders in 2022 in the company's conference room on March 23, 2022.
For details, please refer to the company's website (www.cn. Info. Com. CN.) Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022005).
Securities code: Shenzhen Sinexcel Electric Co.Ltd(300693) securities abbreviation: Shenzhen Sinexcel Electric Co.Ltd(300693) Announcement No.: 2022003
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
3、 Documents for future reference
1. Resolution of the 5th meeting of Shenzhen Sinexcel Electric Co.Ltd(300693) the 3rd board of directors;
2. Shenzhen Sinexcel Electric Co.Ltd(300693) 2022 restricted stock incentive plan (Draft); 3. Summary of Shenzhen Sinexcel Electric Co.Ltd(300693) 2022 restricted stock incentive plan (Draft);
4. Administrative measures for the assessment of the implementation of Shenzhen Sinexcel Electric Co.Ltd(300693) 2022 restricted stock incentive plan;
5. Notice on convening the first extraordinary general meeting of shareholders in 2022.
It is hereby announced.
Shenzhen Sinexcel Electric Co.Ltd(300693) board of directors
March 7, 2022
