Securities code: Gohigh Data Networks Technology Co.Ltd(000851) securities abbreviation: Gohigh Data Networks Technology Co.Ltd(000851) Announcement No.: 2022028 Gohigh Data Networks Technology Co.Ltd(000851)
Announcement of resolutions of the 22nd Meeting of the 9th 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, and there are no false records, misleading statements or major omissions.
According to the provisions of the articles of association, Gohigh Data Networks Technology Co.Ltd(000851) (hereinafter referred to as “the company”) the 22nd Meeting of the ninth board of directors issued the meeting notice on March 2, 2022 and held by means of communication voting on March 9, 2022. The meeting was presided over by Mr. Fu Jinglin, chairman of the company. There were 8 directors and 8 directors. The number of people and procedures attending the meeting comply with the provisions of the company law and the articles of association, and the meeting is legal and valid.
The time, place and manner of this meeting shall comply with the provisions of relevant laws, regulations, rules and the articles of association.
After careful consideration by the directors attending the meeting, the following resolutions are adopted:
1、 Proposal on investment and establishment of subsidiaries by subsidiaries
Consent: 8 votes; Against: 0 votes; Abstention: 0 votes
It is agreed that Datang fusion Communication Co., Ltd. (hereinafter referred to as “Datang fusion”), a subsidiary of the company, and Huangshi big data Trust Alliance Information Development Inc.Ltd.Shanghai(300469) Co., Ltd. or a wholly-owned or holding subsidiary designated by Huangshi state owned Assets Management Co., Ltd., Huangshi Changle Investment Development Co., Ltd. shall establish an information subsidiary in Xialu District of Huangshi City, with a registered capital of no more than 50 million yuan, Datang fusion invested no more than 27.5 million yuan and held 55% of the equity of the newly established company.
For details, please refer to securities times and cninfo (www.cn. Info. Com. CN.) published by the company on the same day Announcement on investment and establishment of subsidiaries by subsidiaries.
2、 The proposal on Gohigh Data Networks Technology Co.Ltd(000851) 2022 restricted stock incentive plan (Draft) and its summary was deliberated and adopted
Consent: 6 votes; Against: 0 votes; Abstention: 0 votes
It is agreed that the company adopts the Gohigh Data Networks Technology Co.Ltd(000851) 2022 restricted stock incentive plan (Draft) and its summary formulated this time.
Mr. Fu Jinglin, chairman of the board, and Mr. Cao bingjiao, employee director, are beneficiaries and avoid voting.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
For details, please refer to the company’s publication on cninfo (www.cn. Info. Com. CN.) on the same day Gohigh Data Networks Technology Co.Ltd(000851) 2022 restricted stock incentive plan (Draft) and its abstract. 3、 The proposal on the measures for the administration of the implementation and assessment of the incentive plan for restricted stocks in Gohigh Data Networks Technology Co.Ltd(000851) 2022 was deliberated and adopted
Consent: 6 votes; Against: 0 votes; Abstention: 0 votes
We agree to the measures for the administration of the implementation and assessment of Gohigh Data Networks Technology Co.Ltd(000851) 2022 restricted stock incentive plan.
Mr. Fu Jinglin, chairman of the board, and Mr. Cao bingjiao, employee director, are beneficiaries and avoid voting.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
For details, please refer to the company’s publication on cninfo (www.cn. Info. Com. CN.) on the same day Administrative measures for the implementation and assessment of Gohigh Data Networks Technology Co.Ltd(000851) 2022 restricted stock incentive plan.
4、 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2022 was deliberated and adopted
Consent: 6 votes; Against: 0 votes; Abstention: 0 votes
It is agreed to request the general meeting of shareholders to authorize the board of directors to handle the following matters of the restricted stock incentive plan, including (but not limited to):
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 and the number of underlying shares involved according to 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, stock subdivision or reduction, allotment and dividend distribution;
3. Authorize the board of directors to adjust the grant price accordingly according to 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 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;
5. Authorize the board of directors to review and confirm the incentive object’s qualification and conditions for lifting the sales restriction
Acknowledges and agrees that the board of directors grants this right to the remuneration and assessment committee of the board of directors to exercise;
6. Authorize the board of directors to decide whether the incentive object can lift the sales restriction;
7. Authorize the board of directors to handle all matters necessary for the incentive object to lift the restriction on sales, including but not limited to applying to the stock exchange for lifting the restriction on sales, applying to the registration and settlement company for handling the relevant registration and settlement business, applying to the administrative department for Industry and Commerce for amending the articles of association and handling the industrial and commercial registration of changes in the company’s registered capital;
8. Authorize the board of directors to decide on the change and termination of the restricted stock incentive plan, including but not limited to canceling the restricted stock of the incentive object, repurchasing and canceling the restricted stock of the incentive object that has not been lifted, handling the compensation and inheritance of the restricted stock of the deceased incentive object that has not been lifted, and terminating the company’s restricted stock incentive plan;
9. Authorize the board of directors to manage the company’s restricted stock plan;
10. 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.
Mr. Fu Jinglin, chairman of the board, and Mr. Cao bingjiao, employee director, are beneficiaries and avoid voting.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
It is hereby announced.
Gohigh Data Networks Technology Co.Ltd(000851) board of directors March 9, 2022
