Securities code: Genbyte Technology Inc(003028) securities abbreviation: Genbyte Technology Inc(003028) Announcement No.: 2022002 Genbyte Technology Inc(003028)
Announcement of resolutions of the 18th (Interim) meeting of the second board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Genbyte Technology Inc(003028) (hereinafter referred to as "the company") the 18th (Interim) meeting of the second board of directors (hereinafter referred to as "the meeting") was held on March 4, 2022 by means of on-site voting and communication voting. The notice of this meeting has been sent by mail, telephone and personal delivery on February 25, 2022. The meeting was presided over by Mr. Chen Zhijie, chairman of the company. There were 5 directors who should be present and 5 actually present. Among them, Mr. Shi Chunhe voted by communication, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening procedures of the meeting comply with the company law of the people's Republic of China, the articles of association and other relevant provisions, and the resolutions formed are legal and effective.
2、 Deliberations of the board meeting
(I) the proposal on changing the implementation content and location of some investment projects with raised funds was deliberated and adopted
The implementation content and location of some investment projects with raised funds are in line with the company's development plan and market demand. The company has fully analyzed and demonstrated the new investment projects, which is helpful to improve the use efficiency of raised funds; The change of the implementation content and location of some investment projects with raised funds complies with the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies The provisions of relevant laws, regulations and normative documents are in line with the interests of the company and all shareholders, and there is no damage to the interests of shareholders, especially small and medium-sized shareholders.
For details, please refer to http://www.cn.info.com.cn.cn on the same day as this announcement And the announcement on changing the implementation content and location of some raised capital investment projects disclosed in China Securities News, Shanghai Securities News, securities daily and securities times. The supervisors and independent directors of the company have expressed explicit consent to this proposal, and the recommendation institution China Merchants Securities Co.Ltd(600999) has issued no objection verification opinions on this matter. For details, please refer to the contents published on cninfo.com.cn on the same day as this announcement Relevant announcements on.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 5 in favor, 0 against and 0 abstention.
(II) the proposal on using raised funds to purchase land use rights was deliberated and adopted
In order to further improve the R & D and manufacturing capacity of the company's high-end intelligent controller series products and optimize the company's industrial layout, it is proposed to authorize the company to use the raised funds of no more than RMB 80 million, The land use right of industrial land with an area of about 32700 square meters located in Guangming District, Shenzhen is purchased by listing transfer (the specific location, area and purchase price of the final land use right are subject to the transaction confirmation), and the transfer period is 30 years.
For details, please refer to http://www.cn.info.com.cn.cn on the same day as this announcement And the announcement on the use of raised funds to purchase land use rights disclosed in China Securities News, Shanghai Securities News, securities daily and securities times. The supervisors and independent directors of the company gave clear consent to the proposal, and the company's sponsor China Merchants Securities Co.Ltd(600999) issued verification opinions. For details, please refer to the company's website on cninfo on the same day（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure. Voting results: 5 in favor, 0 against and 0 abstention.
(III) the proposal on extending the period of cash management using some idle raised funds and self owned funds was deliberated and adopted
It is agreed that the company will extend the period of using some idle raised funds and its own funds for cash management, and continue to use idle raised funds of no more than RMB 350 million under the condition of ensuring that the construction of investment projects with raised funds and the normal use of raised funds will not be affected Principal guaranteed financial products with Principal Guaranteed agreements and idle self owned funds of no more than RMB 400 million shall purchase non principal guaranteed financial products with low risk and high liquidity for rolling use within 12 months from the date of deliberation and approval of this general meeting of shareholders. At the same time, the chairman of the board of directors and the management of the company are authorized to exercise the investment decision-making power within the limit and sign relevant legal documents (including but not limited to: selecting the qualified issuer of financial products, clarifying the financial amount, selecting the variety of financial products, signing contracts, etc.), and the financial department of the company is authorized to implement relevant matters.
For details, please refer to http://www.cn.info.com.cn.cn on the same day as this announcement And the announcement on extending the period of cash management using some idle raised funds and self owned funds disclosed in China Securities News, Shanghai Securities News, securities daily and securities times. The supervisors and independent directors of the company have expressed explicit consent to the proposal, and the company's recommendation institution China Merchants Securities Co.Ltd(600999) has issued verification opinions. For details, please refer to the announcement published on cninfo (www.cn. Info. Com. CN.) on the same day as this announcement Relevant announcements on.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 5 in favor, 0 against and 0 abstention.
(IV) the proposal on canceling some stock options and repurchasing some restricted shares that have been granted but not yet lifted was deliberated and adopted
In accordance with the measures for the administration of equity incentive of listed companies, the company's 2021 restricted stock and stock option incentive plan (Draft) (hereinafter referred to as the "incentive plan") and the relevant provisions of relevant laws and regulations, in view of the fact that the six incentive objects who have been granted but have not yet been lifted leave for personal reasons, It has not complied with the provisions on Incentive objects in the company's equity incentive plan. 10000 stock options that have been granted but not yet exercised and 39000 restricted shares that have been granted but not yet lifted will be cancelled.
For details, please refer to http://www.cn.info.com.cn.cn on the same day as this announcement And the announcement on canceling some stock options and repurchasing some restricted shares that have been granted but have not been lifted, which was disclosed in China Securities News, Shanghai Securities News, securities daily and securities times. The independent directors gave clear consent to the proposal, and the board of supervisors of the company issued review opinions on the proposal. For details, please refer to the announcement published on http://www.cn.info.com.cn on the same day as this announcement Relevant announcements on.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 5 in favor, 0 against and 0 abstention.
(V) the proposal on granting some restricted shares reserved in the 2021 incentive plan to incentive objects was deliberated and passed
According to the measures for the administration of equity incentive of listed companies, the company's 2021 restricted stock incentive plan (Draft) and other relevant provisions, as well as the authorization of the company's 2020 annual general meeting of shareholders, after deliberation by the remuneration and assessment committee of the board of directors, the board of directors of the company believes that the conditions for granting some restricted shares reserved in the 2021 incentive plan have been met, It is agreed to grant 434800 restricted shares to 94 incentive objects meeting the grant conditions at the price of 21.16 yuan / share on March 4, 2022.
For details, please refer to http://www.cn.info.com.cn.cn on the same day as this announcement And the announcement on granting some restricted shares reserved in the 2021 incentive plan to incentive objects disclosed in China Securities News, Shanghai Securities News, securities daily and securities times. The independent directors gave clear consent to the proposal, and the board of supervisors of the company issued verification opinions on the proposal. For details, please refer to the announcement published on cninfo.com (www.cn. Info. Com. CN) on the same day as this announcement Relevant announcements on. Voting results: 5 in favor, 0 against and 0 abstention.
(VI) the proposal on changing the registered capital and business scope, amending the articles of association and handling the change registration of industry and commerce was deliberated and passed
The Genbyte Technology Inc(003028) articles of association is proposed to be revised in accordance with the provisions of the company law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other laws, regulations and normative documents. The board of directors of the company requests the general meeting of shareholders to authorize the functional department of the company to handle the industrial and commercial change registration in accordance with relevant regulations. The specific change content shall be subject to the industrial and commercial change registration.
For details, please refer to the announcement on the same day on cninfo (www.cn. Info. Com. CN.) And the announcement on changing the registered capital, business scope, amending the articles of association and handling the change registration of industry and Commerce disclosed in the China Securities News, Shanghai Securities News, securities daily and securities times. The Genbyte Technology Inc(003028) articles of association was published on cninfo.com.cn on the same day.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 5 in favor, 0 against and 0 abstention.
(VII) the proposal on applying for comprehensive credit line from banks in 2022 was deliberated and adopted
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）And the announcement on applying for comprehensive credit line from banks in 2022 disclosed in China Securities News, Shanghai Securities News, securities daily and securities times.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 5 in favor, 0 against and 0 abstention.
(VIII) the proposal on the remuneration scheme of directors, supervisors and senior managers was deliberated and adopted
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）And the announcement on the remuneration scheme of directors, supervisors and senior managers disclosed in China Securities News, Shanghai Securities News, securities daily and securities times.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 5 in favor, 0 against and 0 abstention.
(IX) the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company will hold the first extraordinary general meeting of shareholders in 2022 by combining on-site voting and online voting at 15:00 p.m. on March 24, 2022. For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）And the announcement on convening the first extraordinary general meeting of shareholders in 2022 disclosed in China Securities News, Shanghai Securities News, securities daily and securities times.
Voting results: 5 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolution of the 18th (Interim) meeting of the second board of directors of the company;
2. Independent opinions of independent directors on matters related to the 18th (Interim) meeting of the second board of directors;
3. Legal opinion of Guangdong Huashang law firm on matters related to the granting of reserved restricted shares, cancellation of some stock options and repurchase and cancellation of some restricted shares in the company's incentive plan for restricted shares and stock options in 2021;
4. Verification opinions of China Merchants Securities Co.Ltd(600999) on Genbyte Technology Inc(003028) changing the implementation content and location of some raised capital investment projects;
5. Opinions of China Merchants Securities Co.Ltd(600999) on Genbyte Technology Inc(003028) extending the period of cash management with some idle raised funds and self owned funds.
It is hereby announced.
Genbyte Technology Inc(003028) board of directors March 9, 2022
