Securities code: 002415 securities abbreviation: Hangzhou Hikvision Digital Technology Co.Ltd(002415) Announcement No.: 2021-072 Hangzhou Hikvision Digital Technology Co.Ltd(002415)
Announcement on resolutions of the 7th Meeting of the 5th 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.
The seventh meeting of the Fifth Board of directors of Hangzhou Hikvision Digital Technology Co.Ltd(002415) (hereinafter referred to as ” Hangzhou Hikvision Digital Technology Co.Ltd(002415) ” or “the company”) sent a written notice to all directors by fax, e-mail and personal service on December 28, 2021, and was held by communication voting on December 30, 2021. The meeting was convened and presided over by Mr. Chen zongnian, chairman of the board. There are 9 directors who should attend the meeting and 9 actually attended the meeting. The meeting shall be held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association. After deliberation and voting by all directors present at the meeting, the following resolutions are adopted:
1、 The proposal on Authorizing the company’s management to start the preparatory work for the domestic listing of the spin off subsidiary Hangzhou Haikang Siasun Robot&Automation Co.Ltd(300024) Technology Co., Ltd. was deliberated and adopted by 9 votes in favor, 0 votes against and 0 abstentions;
Agree to authorize the company’s management to start the preliminary preparations for the spin off of Hangzhou Haikang Siasun Robot&Automation Co.Ltd(300024) Technology Co., Ltd. to be listed in China, including but not limited to the demonstration of feasibility scheme, organizing the preparation of listing scheme, signing relevant agreements involved in the planning process and other listing related matters, After formulating the spin off listing plan, the relevant listing plan and other matters related to listing shall be submitted to the board of directors and the general meeting of shareholders of the company for deliberation.
The suggestive announcement on Authorizing the company’s management to start the preparatory work for the domestic listing of the spin off subsidiary Hangzhou Haikang Siasun Robot&Automation Co.Ltd(300024) Technology Co., Ltd. is detailed in the securities times, China Securities News and cninfo (www.cn. Info. Com.. CN.).
2、 With 9 affirmative votes, 0 negative votes and 0 abstention, the 2021 restricted stock plan (Revised Draft) and its summary were considered and adopted;
It is agreed that the 2021 restricted stock plan (Revised Draft) and its summary shall be submitted to the general meeting of shareholders of the company for deliberation.
For details of the restricted stock plan for 2021 (Revised Draft) and the summary of the restricted stock plan for 2021 (Revised Draft), see http://www.cn.info.com.. CN.
3、 With 9 affirmative votes, 0 negative votes and 0 abstention, the measures for the assessment of the implementation of the restricted stock plan in 2021 were reviewed and adopted;
It is agreed that the assessment measures for the implementation of the restricted stock plan in 2021 shall be submitted to the general meeting of shareholders of the company for deliberation.
See http://www.cn.info.com.cn for details of the measures for the assessment of the implementation of the restricted stock plan in 2021.
4、 The proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock plan in 2021 was deliberated and adopted by 9 votes in favor, 0 votes against and 0 abstentions;
Agree to request the general meeting of shareholders to authorize the board of directors on matters related to the implementation of the restricted stock plan in 2021, including:
1. The general meeting of shareholders is requested to authorize the board of directors to specifically implement the following matters of the 2021 restricted stock plan: (1) confirm the qualifications and conditions of incentive objects to participate in the 2021 restricted stock plan, determine the list of incentive objects and their grant quantity, and determine the grant price of the underlying shares;
(2) Determine the grant date of the restricted stock plan in 2021, grant shares to the incentive object when the incentive object meets the conditions, and handle all necessary matters related to the grant of shares;
(3) Review and confirm the unlocking qualification and unlocking conditions of incentive objects, and handle all unlocking matters for qualified incentive objects in accordance with the provisions of the restricted stock plan in 2021;
(4) If it is necessary to adjust the number of subject shares and grant price due to ex right, ex dividend or other reasons of the company’s shares, it shall be adjusted in accordance with the principles and methods specified in the equity incentive plan;
(5) When there are restricted shares listed in the restricted stock plan for 2021 that need to be repurchased and cancelled and the incentive object has not been unlocked, handle all matters necessary for the repurchase and cancellation of such shares;
(6) On the premise of being consistent with the provisions of the restricted stock plan in 2021, formulate or modify the management and implementation provisions of the plan from time to time. However, if laws, regulations or relevant regulatory authorities require such modifications to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such modifications of the board of directors must be approved accordingly; (7) The board of directors may decide to terminate the implementation of the restricted stock plan in 2021 when it deems it necessary;
(8) Sign, execute, modify and terminate any agreements and agreements related to the 2021 restricted stock plan
Other relevant agreements;
(9) Appoint receiving banks, accountants, lawyers and other intermediaries for the implementation of the restricted stock plan in 2021
Institutions;
(10) Other necessary matters required for the implementation of the restricted stock plan in 2021, but the relevant documents are clear
Except for the rights required to be exercised by the general meeting of shareholders.
2. The general meeting of shareholders is requested to authorize the board of directors to report to relevant governments, institutions
Organize the handling of approval, registration, filing, approval, consent and other procedures; Sign, execute, modify and complete
Documents submitted by relevant governments, institutions, organizations and individuals; And make what they think is related to the restricted shares in 2021
All acts, things and matters necessary, appropriate or appropriate in connection with the ticket scheme.
3. The shareholders’ meeting is requested to approve that the period of authorization to the board of directors is 2021 restricted stock plan
Expiration date.
It is agreed that this proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
5、 The proposal on Amending the articles of association was deliberated and adopted with 9 affirmative votes, 0 negative votes and 0 abstention
Case;
Whereas the board of directors considered the restricted stock plan for 2021 (Revised Draft) and related issues at the same time
According to the proposal, the company plans to grant 99577629 restricted shares to incentive objects. After the grant is completed, the company will
The total share capital will change (subject to the actual registration of the industrial and Commercial Bank).
It is agreed to make the following amendments to some contents of the articles of association:
The original articles of association are revised
Article 6 the registered capital of the company is 9335806114 yuan. The registered capital of the company is 9435383743 yuan.
The total number of shares of the company is 9335806114, and the total number of shares of the company is 9435383743. Article 19 all shares issued by the company are RMB, and all shares issued by the company are RMB ordinary shares. Common stock.
The above figures are subject to the actual registration of the industry and commerce, and only the changes brought by the grant of restricted shares are considered. stay
In the process of determining the capital payment and share registration after the grant date, if the incentive object leaves the company and exercises the right due to resignation
In case of abandonment due to insufficient fund-raising and other reasons, the total share capital of the company will be subject to the number of restricted shares actually granted
Make corresponding changes and authorize the board of directors of the company to amend the articles of association accordingly.
It is agreed that this proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
6、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted by 9 votes in favor, 0 votes against and 0 abstentions;
It is agreed to hold the first extraordinary general meeting of the company in 2022 on January 17, 2022 to review the relevant proposals submitted to the general meeting of shareholders.
For details of the notice on convening the first extraordinary general meeting of shareholders in 2022, please refer to securities times, China Securities News and cninfo (www.cn. Info. Com.. CN.).
It is hereby resolved.
Hangzhou Hikvision Digital Technology Co.Ltd(002415) board of directors
December 31, 2021
