Securities code: 300382 securities abbreviation: Suzhou Slac Precision Equipment Co.Ltd(300382) Announcement No.: 2021-121 bond Code: 123067 bond abbreviation: sley convertible bond
Suzhou Slac Precision Equipment Co.Ltd(300382)
Announcement of resolutions of the third meeting of the Fifth 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、 Convening of board meeting
The third meeting of the Fifth Board of directors of Suzhou Slac Precision Equipment Co.Ltd(300382) (hereinafter referred to as “the company”) was held at 10:30 a.m. on December 30, 2021 in the company’s conference room by means of on-site combined communication. The meeting notice was delivered to all directors on December 26, 2021. There were 7 directors who should attend the meeting and 7 actually participated in the meeting. The meeting considered and voted by voting on the premise that all directors fully expressed their opinions. This meeting is presided over by Mr. an Xu, chairman of the board of directors. The convening, convening and voting procedures of this meeting comply with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association. The resolutions formed at the meeting are legal and effective.
2、 Deliberations of the board meeting
(i) The company’s
<2021 年限制性股票激励计划（草案）>
And its abstract
In order to further establish and improve the company’s long-term incentive and restraint mechanism, attract and retain excellent personnel, fully mobilize the enthusiasm and creativity of professional managers and core backbone personnel, 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, To ensure the realization of the company’s development strategy and business objectives, the board of directors agreed to the company’s restricted stock incentive plan for 2021 (Draft) and its summary.
For details, please refer to the company’s website (www.cn. Info. Com.. CN.) on the same day Disclosed restricted stock incentive plan for 2021 (Draft) and its summary.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on the proposal. This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
（2） The company’s
<2021 年限制性股票激励计划实施考核管理办法>
Proposal for
In order to ensure the smooth implementation of the equity incentive plan, the company, in accordance with relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of equity incentive of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in 2020), the guide for business handling of GEM listed companies No. 5 – equity incentive, and the articles of association In accordance with the relevant provisions of the company’s restricted stock incentive plan and in combination with the actual situation of the company, the management measures for the implementation and assessment of the restricted stock incentive plan in 2021 are hereby formulated.
For details, please refer to the company’s website (www.cn. Info. Com.. CN.) on the same day Management measures for the implementation and assessment of restricted stock incentive plan in 2021 disclosed.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
（3） The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021 was reviewed and adopted
In order to better promote and 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 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 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, 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, stock subdivision, allotment, share reduction or dividend distribution;
(4) Authorize the board of directors to adjust the share of restricted shares of resigned employees or employees who give up participation to incentive objects for distribution and adjustment 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, including but not limited to signing the restricted stock grant agreement with the incentive object;
(6) Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be attributed, and review and confirm the attribution qualification and attribution conditions of the incentive object;
(7) Authorize the board of directors to handle all matters necessary for the ownership of incentive objects, including but not limited to submitting an application for ownership to the stock exchange and applying to the registration and settlement company for handling relevant registration and settlement business;
(8) Authorize the board of directors to go through the procedural procedures such as the change and termination of the incentive plan in accordance with the provisions of the company’s restricted stock incentive plan in 2021, including but not limited to canceling the ownership qualification of the incentive object, canceling the restricted shares that have not been owned by the incentive object, and handling the inheritance of the restricted shares that have not been owned by the deceased incentive object, Terminate the company’s restricted stock incentive plan; However, if laws, regulations or relevant regulatory authorities require such changes and termination to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such resolutions of the board of directors must be approved accordingly;
(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 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) 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 and other intermediaries for the implementation of the restricted stock incentive plan.
4. The above authorization shall be valid from the date of approval by the general meeting of shareholders to the duration of relevant matters.
The above authorized matters, except for those clearly specified in laws, administrative regulations, rules of the CSRC, normative documents, this restricted stock incentive plan or the articles of association that need to be adopted by the board of directors, 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 results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
（4） The proposal on the company’s plan to withdraw bad debt reserves was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the company’s website (www.cn. Info. Com.. CN.) on the same day Announcement on the proposed provision for bad debts and the progress of important events of subsidiaries disclosed.
The independent directors of the company have expressed their independent opinions on the proposal.
（5） The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
See details disclosed on cninfo.com.cn on the same day Notice on convening the first extraordinary general meeting of shareholders in 2022.
3、 Documents for future reference
1. Resolutions of the third meeting of the 5th board of directors;
2. Independent opinions of independent directors on matters related to the third meeting of the Fifth Board of directors.
It is hereby announced.
Suzhou Slac Precision Equipment Co.Ltd(300382) board of directors December 30, 2021
