Securities code: Topsec Technologies Group Inc(002212) securities abbreviation: Topsec Technologies Group Inc(002212) Announcement No.: 2022025 Topsec Technologies Group Inc(002212)
Announcement of resolutions of the 20th meeting of the 6th 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
Topsec Technologies Group Inc(002212) (hereinafter referred to as “the company”) the 20th meeting of the sixth board of directors was held by means of communication voting on March 27, 2022, and the notice of the meeting was sent to all directors by direct delivery, e-mail, etc. on March 26, 2022. The company has 9 directors who should attend the meeting and 9 directors who actually attended the meeting. The meeting was presided over by the chairman, Ms. Li Xueying, and the company’s supervisors and senior managers attended the meeting as nonvoting delegates. The meeting was convened and held in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Topsec Technologies Group Inc(002212) articles of Association (hereinafter referred to as the “articles of association”).
2、 Deliberations of the meeting
(I) with 6 affirmative votes, 0 negative votes and 0 abstention, the proposal on the company’s first stock option incentive plan of “striver” (Draft) and its summary were deliberated and adopted;
In order to improve the internal employee incentive mechanism of the company, continue to launch incentive schemes that meet the development needs of the company, provide necessary guarantee for retaining and Attracting key core talents, and provide necessary support for solid talent competition strength, on the premise of fully protecting the interests of shareholders, in accordance with the principle of equal income and contribution, 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 and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association, the company has formulated the first phase of “striver” stock option incentive plan (Draft) and its summary.
The company’s first stock option incentive plan of “striver” (Draft) and the summary of the first stock option incentive plan of “striver” (Draft) were posted on cninfo.com.cn on March 28, 2022 It is disclosed that the summary of the first stock option incentive plan (Draft) of “striver” is also published in China Securities Journal, Shanghai Securities News, securities times and Securities Daily.
The independent opinions expressed by the independent directors were posted on cninfo.com.cn on March 28, 2022 disclosure.
Ms. Li Xueying, Mr. Kong Jiyang and Mr. Wu Yabiao, the affiliated directors, are the incentive objects of this incentive plan and avoid voting on this proposal.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation, and needs to be approved by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
(II) deliberated and passed the proposal on the formulation of the company’s measures for the assessment and management of the implementation of the first stock option incentive plan of “striver” by 6 votes in favor, 0 against and 0 abstention;
In order to ensure the smooth implementation of the “striver” phase I stock option incentive plan and the realization of the company’s development strategy and business objectives, the company hereby formulates the management measures for the implementation and assessment of the “striver” phase I stock option incentive plan in accordance with the provisions of relevant laws and regulations and the actual situation of the company.
For details of the above matters, please refer to the company’s announcement on cninfo (www.cn. Info. Com. CN.) on March 28, 2022 Measures for the implementation of the “first option” incentive plan.
Ms. Li Xueying, Mr. Kong Jiyang and Mr. Wu Yabiao, the affiliated directors, are the incentive objects of this incentive plan and avoid voting on this proposal.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation, and needs to be approved by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
(III) the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive was reviewed and adopted by 6 votes in favor, 0 against and 0 abstention;
In order to implement the first phase of the company’s “striver” stock option 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 first phase of the “striver” stock option incentive plan: (1) authorize the board of directors to determine the grant date of the stock option incentive plan;
(2) Authorize the board of directors to adjust the number of stock options according to the methods specified in the stock option incentive plan when the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, stock subdivision or reduction, allotment and so on;
(3) Authorize the board of directors to adjust the exercise price accordingly in accordance with the methods specified in the stock option 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 stock options to the incentive object when the incentive object meets the conditions and handle all matters necessary for the grant of stock options, 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 qualification and exercise conditions of incentive objects, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
(6) Authorize the board of directors to decide whether the incentive objects can exercise their rights;
(7) Authorize the board of directors to handle all matters necessary for the exercise of incentive objects, including but not limited to applying to the stock exchange for exercise and to the registration and settlement company for handling relevant registration and settlement businesses;
(8) Authorize the board of directors to handle the locking of the subject shares that have not been exercised;
(9) Authorize the board of directors to implement the change and termination of the stock option incentive plan, including but not limited to canceling the exercise qualification of the incentive object, canceling the stock options of the incentive object that have not been exercised, handling the compensation and inheritance of the stock options of the deceased incentive object that have not been exercised, and terminating the incentive plan;
(10) Authorize the board of directors to manage and adjust the first phase of the company’s “striver” stock option 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) Sign, execute and amend any agreement related to the stock option incentive plan;
(12) To request the general meeting of shareholders to authorize the board of directors to appoint financial advisers, receiving banks, accountants, lawyers, securities companies and other intermediaries for the implementation of the stock option incentive plan;
(13) Authorize the board of directors to implement other necessary matters required by the stock option incentive plan, except for the rights to be exercised by the general meeting of shareholders as specified in relevant documents;
(14) Go through the formalities of examination and approval, registration, filing, approval and consent to the stock option incentive plan with relevant governments and institutions; Sign, execute, modify and complete the documents submitted to relevant government agencies, organizations and individuals; And do all acts that it deems necessary, appropriate or appropriate in connection with this equity incentive plan;
(15) The general meeting of shareholders of the company shall agree that the period of authorization to the board of directors shall be consistent with the validity of this stock option 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 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.
Ms. Li Xueying, Mr. Kong Jiyang and Mr. Wu Yabiao, the affiliated directors, are the incentive objects of this incentive plan and avoid voting on this proposal.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation, and needs to be approved by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
(IV) deliberated and adopted the proposal on the company’s first phase employee stock ownership plan (Draft) and its summary with 6 affirmative votes, 0 negative votes and 0 abstention votes;
In order to improve the internal employee incentive mechanism of the company, continue to launch incentive schemes that meet the development needs of the company, provide necessary guarantee for retaining and Attracting key core talents, and provide necessary support for solid talent competition strength, on the premise of fully protecting the interests of shareholders, in accordance with the principle of equal income and contribution, In accordance with the company law, the securities law of the people’s Republic of China, the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws, administrative regulations, rules, normative documents and articles of association, Formulated the company’s “striver” phase I employee stock ownership plan (Draft) and its abstract.
The company’s “striver” phase I ESOP (Draft) and “striver” phase I ESOP (Draft) summary “were posted on cninfo.com.cn on March 28, 2022 It is disclosed that the summary of the first phase of employee stock ownership plan (Draft) of “striver” is published in China Securities Journal, Shanghai Securities News, securities times and Securities Daily at the same time.
The independent opinions expressed by the independent directors were posted on cninfo.com.cn on March 28, 2022 disclosure.
Related directors Ms. Li Xueying, Mr. Kong Jiyang and Mr. Wu Yabiao avoided voting on this proposal because they participated in the employee stock ownership plan.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(V) deliberated and passed the proposal on formulating the company’s measures for the administration of “striver” phase I Employee Stock Ownership Plan “by 6 votes in favor, 0 against and 0 abstention;
In order to ensure the implementation of the first phase of the company’s “striver” employee stock ownership plan, in accordance with the provisions of the company law, the securities law of the people’s Republic of China, the guiding opinions on the pilot implementation of the employee stock ownership plan by listed companies and other relevant laws, administrative regulations, rules, normative documents, the articles of association and the company’s first phase of the “striver” Employee Stock Ownership Plan (Draft), The company hereby formulates the management measures for the first phase of employee stock ownership plan of “striver”.
For details of the above matters, please refer to the company’s announcement on cninfo (www.cn. Info. Com. CN.) on March 28, 2022 Management measures for the first phase of employee stock ownership plan of “striver” disclosed. Related directors Ms. Li Xueying, Mr. Kong Jiyang and Mr. Wu Yabiao avoided voting on this proposal because they participated in the employee stock ownership plan.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(VI) the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to employee stock ownership was reviewed and adopted by 6 votes in favor, 0 against and 0 abstention;
In order to ensure the smooth implementation of the company’s “striver” phase I ESOP, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to fully handle matters related to the “striver” phase I ESOP, including but not limited to the following matters:
1. Authorize the board of directors to handle the establishment and change of the employee stock ownership plan;
2. Authorize the board of directors to explain the Topsec Technologies Group Inc(002212) “striver” phase I employee stock ownership plan (Draft);
3. Authorize the board of directors to implement the employee stock ownership plan, including but not limited to handling the non transaction transfer of the employee stock ownership plan;
4. If relevant laws, regulations and policies are adjusted, the board of directors is authorized to modify and improve the ESOP accordingly according to the adjustment;
5. Authorize the board of directors to handle other necessary matters required by the employee stock ownership plan, except the rights to be exercised by the general meeting of shareholders specified in relevant documents;
6. 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 duration of this ESOP.
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, the employee stock ownership 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.
Related directors Ms. Li Xueying, Mr. Kong Jiyang and Mr. Wu Yabiao avoided voting on this proposal because they participated in the employee stock ownership plan.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(VII) the proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention.
The company plans to hold the second extraordinary general meeting of shareholders in 2022 to review the relevant proposals passed at the 20th meeting of the sixth board of directors and submitted to the general meeting of shareholders.
Basic information of the meeting:
1. Venue: room 307, third floor, No. 1, Zhujin Second Street, Zhujin Industrial Zone, Shantou, Guangdong
2. Equity registration date: April 8, 2022
3. Meeting time: 14:30, April 13, 2022
For details, please refer to cninfo.com.cn on March 28, 2022 And the notice on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022029) disclosed by China Securities News, Shanghai Securities News, securities times and Securities Daily.
3、 Documents for future reference
Resolutions of the board of directors signed and sealed by the directors present at the meeting.
It is hereby announced.
Topsec Technologies Group Inc(002212) board of directors March 28, 2002
