Securities code: Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) securities abbreviation: Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) Announcement No.: 2022019 bond Code: 123136 bond abbreviation: Urban convertible bond
Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778)
Announcement of resolutions of the 15th meeting of the second 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
The 15th meeting of the second board of directors of Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) (hereinafter referred to as “the company”) was held at 10:00 a.m. on March 9, 2022 in the company conference room on the 10th floor of Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) building, No. 39, Qinglin Middle Road, central city, Longgang District, Shenzhen. The notice of this meeting will be sent to all directors by e-mail on February 25, 2022.
The meeting was presided over by Mr. Zhang Chunjie, chairman of the company. The number of directors who should attend the meeting was 5, and the actual number of directors who attended the meeting was 5. The supervisors and some senior managers of the company attended the meeting as nonvoting delegates. The meeting deliberated and adopted relevant proposals by means of communication voting. The meeting was convened and held in accordance with the company law of the people’s Republic of China, the Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) articles of association and relevant laws and regulations.
2、 Deliberations of the board meeting
After full discussion by the directors attending the meeting, the following proposals were considered and adopted at the meeting:
(I) deliberated and passed the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary
In order to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain excellent talents, fully mobilize their enthusiasm and creativity, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, 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, according to the principle of equal income and contribution, 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, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guide for GEM listed companies of Shenzhen Stock Exchange No. 1 – Business handling and other relevant laws, administrative regulations, normative documents and the articles of association, The company has drawn up the restricted stock incentive plan for 2022 (Draft) and its summary (hereinafter referred to as “restricted stock incentive plan” or “equity incentive plan”) to grant restricted shares to incentive objects.
For details, please refer to cninfo.com (www.cn. Info. Com. CN.) published on the gem information disclosure website designated by the CSRC on the same day Restricted stock incentive plan for 2022 (Draft) and its abstract.
The independent directors expressed unanimous independent opinions.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting results of the proposal: the proposal was adopted with 5 votes in favor, 0 against and 0 abstention.
(II) deliberated and passed the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022
In order to ensure the smooth implementation of the company’s restricted stock incentive plan in 2022 and ensure the realization of the company’s development strategy and business objectives, according to relevant laws such as the measures for the administration of equity incentive of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory Guide for GEM listed companies of Shenzhen Stock Exchange No. 1 – business handling In accordance with the provisions of laws and regulations and the actual situation of the company, the company has specially formulated the management measures for the implementation and assessment of restricted stock incentive plan in 2022.
For details, please refer to cninfo.com (www.cn. Info. Com. CN.) published on the gem information disclosure website designated by the CSRC on the same day Management measures for the implementation and assessment of restricted stock incentive plan in 2022. The independent directors expressed unanimous independent opinions.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting results of the proposal: the proposal was adopted with 5 votes in favor, 0 against and 0 abstention.
(III) 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 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 the following matters related to the company’s restricted stock incentive plan:
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 qualifications and conditions of the incentive object to participate in the restricted stock incentive plan, and determine the grant date of the restricted stock incentive plan;
(2) Authorize the board of directors to make corresponding adjustments to the number of restricted shares and the number of underlying shares involved in the restricted stock incentive plan in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment, 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 the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
(4) Authorize the board of directors to directly reduce or adjust the shares of restricted shares that employees give up subscription to the reserved part or distribute and adjust among incentive objects before the grant of restricted shares;
(5) 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;
(6) Authorize the board of directors to review and confirm the incentive object’s qualification for lifting the restriction on sales, attribution qualification, conditions for lifting the restriction on sales and attribution conditions, and agree that the board of directors authorize the remuneration and assessment committee to exercise this right; (7) The board of directors decides whether the restriction on the ownership of shares can be lifted; (8) Authorize the board of directors to handle all matters necessary for the lifting of the sales restriction / ownership of incentive objects, including but not limited to applying to the stock exchange for the lifting of the sales restriction / ownership registration, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association and handling the change registration of the company’s registered capital;
(9) Authorize the board of directors to handle the lifting of the restriction / ownership of restricted shares that have not been lifted;
(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 sign, execute, modify and terminate any agreement related to the equity incentive plan and other relevant agreements;
(12) Authorize the board of directors to manage and adjust the company’s restricted stock incentive 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;
(13) 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 equity 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 change registration of the company’s registered capital (including capital increase, capital reduction, etc.); 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 intermediary institutions such as receiving banks, accountants, lawyers and securities companies 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 equity 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.
The independent directors expressed unanimous independent opinions.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting results of the proposal: the proposal was adopted with 5 votes in favor, 0 against and 0 abstention.
(IV) the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 by combining on-site voting and online voting on Friday, March 25, 2022 to review the relevant proposals considered and adopted at the 14th meeting of the board of directors and the second board of supervisors.
For details, please refer to cninfo.com (www.cn. Info. Com. CN.) published on the gem information disclosure website designated by the CSRC on the same day Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022021).
Voting results of the proposal: the proposal was adopted with 5 votes in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolution of the 15th meeting of the second board of directors signed by the attending directors;
2. Independent opinions of independent directors on matters related to the 15th meeting of the second board of directors.
It is hereby announced.
Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) board of directors March 9, 2022
