Securities code: Shenzhen Refond Optoelectronics Co.Ltd(300241) securities abbreviation: Shenzhen Refond Optoelectronics Co.Ltd(300241) Announcement No.: 2022004 Shenzhen Refond Optoelectronics Co.Ltd(300241)
Announcement on the resolution of the 22nd Meeting of the 4th 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 held
The notice of the 22nd Meeting of the 4th board of directors of Shenzhen Refond Optoelectronics Co.Ltd(300241) (hereinafter referred to as "the company" or " Shenzhen Refond Optoelectronics Co.Ltd(300241) ") was sent to all directors by e-mail on March 17, 2022. The meeting was held at 15:00 p.m. on March 21, 2022 in the conference room on the sixth floor of Shenzhen Refond Optoelectronics Co.Ltd(300241) Guangming District, Shenzhen by on-site and communication. There are 9 directors who should attend the meeting and 9 directors who actually attend the meeting. The meeting was convened and presided over by Mr. Gong Weibin, chairman of the board of directors. Ms. Wang congni, Mr. Lin Yusheng and Ms. Huang Aili, supervisors of the company, Mr. Chen Yonggang, Mr. Pei Xiaoming, Mr. Wang Fei, Mr. Ge Zhijian and Ms. Liu Yafang, senior managers of the company, attended the meeting as nonvoting delegates. The convening and convening of the meeting comply with the relevant provisions of the company law of the people's Republic of China (hereinafter referred to as the "company law"), the articles of association and the rules of procedure of the board of directors.
2、 Deliberations of the meeting
1. Deliberated and passed the proposal on the company's 2022 stock option and restricted stock incentive plan (Draft) and its summary
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 employees, effectively combine the interests of shareholders, the company and the personal interests of the core team, and enable all parties to pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, the company, in accordance with the principle of reciprocity of income and contribution, in accordance with the company law and the securities law of the people's Republic of China The regulations of Shenzhen Stock Exchange on the incentive plan of listed companies and the regulations of Shenzhen Stock Exchange on the self regulatory stock option of companies listed on the growth enterprise market (February 2021) and the relevant regulatory documents of Shenzhen Stock Exchange on the incentive plan of companies listed on the growth enterprise market (Shenzhen Stock Exchange) have been revised.
The independent directors of the company expressed their independent opinions, and the board of supervisors expressed their opinions. For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）The company's 2022 stock option and restricted stock incentive plan (Draft) and its abstract disclosed on the.
Mr. Wu Qiang and Mr. Hu Jianhua, as affiliated directors, avoided the voting of this proposal, and the other seven directors participated in the voting.
Voting result: 7 affirmative votes; No abstention; No vote.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and shall be approved by more than two-thirds of the effective voting rights held by the shareholders attending the general meeting of shareholders.
2. Deliberated and passed the proposal on the management measures for the implementation and assessment of the company's stock option and restricted stock incentive plan in 2022
In order to ensure the smooth implementation of the company's stock option and restricted stock incentive plan in 2022, in accordance with the company law, the securities law of the people's Republic of China, the measures for the administration of equity incentive of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock exchange (revised in December 2020), the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 - business handling and other laws Regulations and normative documents, as well as the provisions of the articles of association and the company's 2022 stock option and restricted stock incentive plan (Draft), and in combination with the actual situation of the company, the company hereby formulates the management measures for the implementation and assessment of 2022 stock option and restricted stock incentive plan.
The independent directors of the company expressed their independent opinions, and the board of supervisors expressed their opinions. For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）The company's measures for the administration of the assessment of the implementation of the 2022 stock option and restricted stock incentive plan disclosed on the.
Mr. Wu Qiang and Mr. Hu Jianhua, as affiliated directors, avoided the voting of this proposal, and the other seven directors participated in the voting.
Voting result: 7 affirmative votes; No abstention; No vote.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and shall be approved by more than two-thirds of the effective voting rights held by the shareholders attending the general meeting of shareholders.
3. 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 2022 stock option and restricted stock incentive plan
In order to specifically implement the company's 2022 stock option and restricted stock incentive plan, 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 2022 stock option and 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 specific implementation of the company's 2022 stock option and restricted stock incentive plan:
(1) Authorize the board of directors to determine the authorization / grant date of stock option and restricted stock incentive plan in 2022;
(2) Authorize the board of directors to adjust the number of stock options and restricted stocks and the underlying stocks involved according to the methods specified in the company's 2022 stock option and 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 so on;
(3) Authorize the board of directors to adjust the exercise price / grant price of stock options and restricted stocks according to the method specified in the company's 2022 stock option and restricted stock incentive plan when the company has matters such as capital reserve converted into share capital, stock dividend distribution, stock subdivision or reduction, share allotment and dividend distribution; (4) Authorize the board of directors to grant stock options and restricted shares to the incentive object when the incentive object meets the conditions, and handle all matters necessary for the grant of stock options and restricted shares, including but not limited to signing the equity incentive agreement with the incentive object;
(5) Authorize the board of directors to review and confirm the exercise / release of restricted sales qualification and exercise / release of restricted sales conditions of incentive objects, and agree that the board of directors will authorize the nomination, remuneration and assessment committee to exercise this right;
(6) Authorize the board of directors to decide whether the incentive object can exercise the right / lift the sales restriction;
(7) Authorize the board of directors to handle all matters necessary for the exercise / lifting of restrictions on sales of incentive objects, including but not limited to submitting an application for exercise / lifting of restrictions on sales to the stock exchange, applying to the registration and settlement company for relevant registration and settlement business, formulating a plan for amending the articles of association, and handling the change registration of the company's registered capital;
(8) Authorize the board of directors to handle the waiting / restriction of options and restricted shares that have not been exercised / lifted;
(9) Authorize the board of directors to handle the relevant matters related to the change and termination of the stock option and restricted stock incentive plan in accordance with the provisions of the company's stock option and restricted stock incentive plan in 2022, including but not limited to canceling the exercise qualification / lifting the restriction on sales of the incentive object, canceling the option of the incentive object that has not been exercised, and canceling the repurchase of the restricted stock of the incentive object that has not been lifted, Handle the compensation and inheritance of stock options and restricted shares that have not been exercised / released by the deceased incentive object;
(10) Authorize the board of directors to manage and adjust the company's 2022 stock option and 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;
(11) Authorize the board of directors to determine the incentive object, grant quantity, exercise price and authorization date of some stock options reserved in the 2022 stock option and restricted stock incentive plan of the company;
(12) Authorize the board of directors to implement other necessary matters required by the company's 2022 stock option and 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 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 financial advisers, receiving banks, accountants, lawyers, securities companies and other intermediaries 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 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 incentive plan or the articles of association, other matters can be directly exercised by the chairman of the board of directors or the appropriate person authorized by him on behalf of the board of directors.
Mr. Wu Qiang and Mr. Hu Jianhua, as affiliated directors, avoided the voting of this proposal, and the other seven directors participated in the voting.
Voting result: 7 affirmative votes; No abstention; No vote.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and shall be approved by more than two-thirds of the effective voting rights held by the shareholders attending the general meeting of shareholders.
4. Deliberated and passed the proposal on providing guarantee for subsidiaries to apply for comprehensive credit from banks
In order to meet the capital needs of plant construction and daily production and operation of Hubei Ruihua, the company plans to provide joint and several liability guarantee for Hubei Ruihua to handle a comprehensive credit line of no more than 200 million yuan with a term of one year in the bank and a fixed asset loan line of no more than 350 million yuan with a term of no more than 10 years.
Voting result: 9 affirmative votes; No abstention; No vote.
The proposal needs to be submitted to the general meeting of shareholders for deliberation.
5. Deliberated and passed the proposal on convening the first extraordinary general meeting of shareholders in 2022
The company plans to hold the company's first extraordinary general meeting of shareholders in 2022 by means of on-site meeting and online voting in the conference room on the sixth floor of the company (address: the sixth floor of Building 1, Tianliao community, Gongming office, Guangming New Area, Shenzhen) at 14:00 p.m. on April 7, 2022. For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022 disclosed on the.
Voting result: 9 affirmative votes; No abstention; No vote.
3、 Documents for future reference
1. Resolutions of the 22nd Meeting of the 4th board of directors of the company;
2. Independent opinions of independent directors on matters related to the 22nd Meeting of the Fourth Board of directors.
It is hereby announced.
Shenzhen Refond Optoelectronics Co.Ltd(300241) board of directors
March 22, 2022
