Securities code: Shen Zhen Australis Electronic Technology Co.Ltd(300940) securities abbreviation: Shen Zhen Australis Electronic Technology Co.Ltd(300940) Announcement No.: 2022002 Shen Zhen Australis Electronic Technology Co.Ltd(300940)
Announcement of resolutions of the fourth 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
Shen Zhen Australis Electronic Technology Co.Ltd(300940) (hereinafter referred to as "the company") the fourth meeting of the second board of directors was held by means of communication voting on March 15, 2022. The notice of the meeting has been sent by mail, telephone, written and other means on March 11, 2022. There are 7 directors who should attend the meeting and 7 directors who actually attended the meeting. All directors attended the meeting by means of communication. The meeting was presided over by the chairman, Mr. Jiang inventor, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening, convening procedures and voting methods of this meeting comply with the company law of the people's Republic of China (hereinafter referred to as the company law), the securities law of the people's Republic of China (hereinafter referred to as the Securities Law) and other relevant laws, administrative regulations, departmental rules, normative documents and the articles of association. The meeting is legal and effective.
2、 Deliberations of the board meeting
After careful deliberation, full discussion and prudent voting by the directors present, the following proposals were considered and adopted at the meeting:
1. The proposal on using some idle raised funds and self owned funds for cash management was deliberated and adopted.
In order to improve the use efficiency of the company's funds and increase the return of shareholders, the company and its subsidiaries intend to use temporary idle raised funds of no more than RMB 215 million (including the principal) and its own funds of no more than RMB 30 million (including the principal) for cash management on the premise of ensuring that it does not affect the construction needs of raised projects, ensuring the normal operation of the company and effectively controlling risks, The use period is from the date of approval by the board of directors to the date of meeting of the board of directors to review the 2022 annual report. Within the above limit and period, the funds can be used on a rolling basis. When the cash management of temporarily idle raised funds expires, it will be returned to the special account for raised funds in time.
Within the validity period and limit, the management of the company is authorized to make investment decisions, including but not limited to: selecting qualified financial institutions, varieties of financial products, clarifying the investment amount, investment period, negotiating and communicating contracts or agreements, etc., and signing relevant contract documents. The Finance Department of the company is responsible for the organization, implementation and management.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the matter, and the recommendation institution Haitong Securities Company Limited(600837) expressed its verification opinions on the matter.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on using some idle raised funds and self owned funds for cash management. 2. The proposal on cancellation of subsidiaries was deliberated and adopted.
According to the development plan of the company and the actual operation of the subsidiary Xiamen beineng Photoelectric Technology Co., Ltd. (hereinafter referred to as "beineng photoelectric"), in order to further integrate the resource allocation, optimize the internal management structure, reduce the management cost and improve the overall management efficiency and operating efficiency, the company is agreed to liquidate and cancel the subsidiary beineng photoelectric, And authorize the company's management to handle relevant liquidation and cancellation matters according to law.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on cancellation of subsidiaries.
3. The proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary was deliberated and adopted.
In order to further establish and improve the company's long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company's core team, effectively combine the interests of shareholders, the company and the personal interests of the core team, make all parties pay common attention to the long-term development of the company, and ensure the realization of the company's development strategy and business objectives, On the premise of fully protecting the interests of shareholders, in accordance with the principle of matching income and contribution, and in accordance with relevant laws 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, the self regulatory guide for GEM listed companies of Shenzhen Stock Exchange No. 1 - business handling According to the regulations, normative documents and the articles of association, the company has formulated the restricted stock incentive plan for 2022 (Draft), and plans to implement the restricted stock incentive plan.
Voting results: 3 in favor, 0 against, 0 abstention and 4 avoidance.
This proposal involves related matters, and the related directors Mr. Jiang inventor, Mr. Pan Lianxing, Mr. Peng Congming and Mr. Zhao Chuanmiao abstained from voting on this proposal.
The independent directors of the company expressed their independent opinions on this matter.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Restricted stock incentive plan for 2022 (Draft) and summary of restricted stock incentive plan for 2022 (Draft).
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
4. The proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022 was deliberated and adopted.
In order to ensure the smooth implementation of the company's restricted stock incentive plan in 2022 (hereinafter referred to as the "incentive plan"), in accordance with relevant laws and regulations and the provisions of the company's restricted stock incentive plan in 2022 (Draft), 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 2022 are hereby formulated.
Voting results: 3 in favor, 0 against, 0 abstention and 4 avoidance.
This proposal involves related matters, and the related directors Mr. Jiang inventor, Mr. Pan Lianxing, Mr. Peng Congming and Mr. Zhao Chuanmiao abstained from voting on this proposal.
The independent directors of the company expressed their independent opinions on this matter.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Management measures for the implementation and assessment of restricted stock incentive plan in 2022.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
5. The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive was deliberated and adopted.
In order to ensure the smooth implementation of the company's restricted stock incentive plan in 2022, the general meeting of shareholders of the company is requested to authorize the board of directors to handle matters related to the equity incentive plan, including but not limited to the following matters:
(1) Authorize the board of directors to determine the grant date of the incentive plan;
(2) Authorize the board of directors to adjust the number and grant / attribution 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 or reduction, allotment and so on;
(3) 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;
(4) Authorize the board of directors to review and confirm the qualifications and conditions for the lifting of sales restriction / attribution of incentive objects, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
(5) Authorize the board of directors to decide whether the incentive object can lift the sales restriction / ownership;
(6) 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 Shenzhen stock exchange for the lifting of the sales restriction / ownership, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association, and applying to the industrial and commercial administration department for the change registration of the company's registered capital, And do all acts it deems necessary, appropriate or appropriate in connection with this incentive plan;
(7) Authorize the board of directors to handle the lock up / waiting of restricted shares that have not yet been lifted;
(8) Authorize the board of directors to implement the change and termination of the incentive plan, including but not limited to canceling the qualification of the incentive object for lifting the restriction on sale / ownership, repurchasing, canceling / nullifying the restricted shares of the incentive object that have not been lifted, handling the compensation for the restricted shares of the incentive object who has died (died) and has not been lifted the restriction on sale / ownership, and terminating the incentive plan of the company;
(9) Authorize the board of directors to manage and adjust the company's 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 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) For the smooth implementation of this incentive plan, the board of directors is authorized to appoint intermediary institutions such as receiving banks, financial consultants, accountants, lawyers and securities companies;
(11) Sign, execute, modify and terminate the agreement related to the incentive plan;
(12) Go through the formalities of examination and approval, registration, filing, approval and consent with relevant governments and institutions for the equity incentive plan; Sign, implement, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals.
(13) Authorize the board of directors to implement other necessary matters required by the restricted stock incentive plan, except the rights to be exercised by the general meeting of shareholders specified in relevant laws, regulations and other documents;
(14) The above authorization shall be valid from the date of approval by the general meeting of shareholders to the duration of relevant matters.
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.
Voting results: 3 in favor, 0 against, 0 abstention and 4 avoidance.
This proposal involves related matters, and the related directors Mr. Jiang inventor, Mr. Pan Lianxing, Mr. Peng Congming and Mr. Zhao Chuanmiao abstained from voting on this proposal.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
6. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was reviewed and adopted.
The company plans to hold the first extraordinary general meeting of shareholders in 2022 by combining on-site voting and online voting at 15:30 p.m. on Friday, April 8, 2022.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. 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 fourth meeting of the second board of directors;
2. Independent opinions of independent directors on matters related to the fourth meeting of the second board of directors; 3. Haitong Securities Company Limited(600837) verification opinions on Shen Zhen Australis Electronic Technology Co.Ltd(300940) using some idle raised funds and self owned funds for cash management. It is hereby announced.
Shen Zhen Australis Electronic Technology Co.Ltd(300940) board of directors March 15, 2022
