Securities code: Shenzhen Longli Technology Co.Ltd(300752) securities abbreviation: Shenzhen Longli Technology Co.Ltd(300752) Announcement No.: 2022027 Shenzhen Longli Technology Co.Ltd(300752)
Announcement of resolutions of the 32nd meeting of the second 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, and there are no false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Shenzhen Longli Technology Co.Ltd(300752) (hereinafter referred to as "the company") the notice of the 32nd meeting of the second board of directors was delivered to all directors by mail and telephone on March 29, 2022. The meeting was held at 10:00 a.m. on April 1, 2022 in the conference room of building g, Guanghao Industrial Park, Queshan Road, Gaofeng community, Dalang street, Longhua District, Shenzhen by means of on-site voting and communication voting. The meeting was presided over by the chairman, Ms. LV Xiaoxia. The number of participants in the meeting was 7 and the number of on-site participants was 7; Supervisors and some senior executives attended the meeting as nonvoting delegates. The convening and convening procedures of this meeting comply with the provisions of the company law of the people's Republic of China and the articles of association, and the resolutions formed at the meeting are legal and effective.
2、 Deliberations of the board meeting
The meeting voted by open ballot and considered and adopted the following matters:
1. Deliberated and passed the proposal on the company's 2022 stock option 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 make all parties pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, In accordance with the principle of equal income and contribution, the company has formulated the 2022 stock option incentive plan (Draft) and its summary in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of equity incentive of listed companies, the listing rules, the guide to self regulatory supervision and other relevant laws, regulations and normative documents, as well as the provisions of Shenzhen Longli Technology Co.Ltd(300752) articles of association.
Ms. Li Yan and Mr. Zhuang Shiqiang, the directors of the company, are the incentive objects of the stock option incentive plan. They are the affiliated directors of the proposal. They avoided voting when deliberating the proposal. Wu Xinyi, the incentive object, is the brother of director Wu Xinli. Therefore, directors Wu Xinli and LV Xiaoxia avoided voting on the proposal. It shall be voted by three other non affiliated directors.
The independent directors of the company have expressed their independent opinions on this proposal. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders for deliberation and approval.
Details of this motion are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）2022 stock option incentive plan (Draft) and other relevant announcements.
2. Deliberated and passed the proposal on the management measures for the implementation and assessment of the company's stock option incentive plan in 2022
In order to ensure the smooth implementation of the company's 2022 stock option incentive plan and the realization of the company's development strategy and business objectives, the measures for the administration of the implementation and assessment of the 2022 stock option incentive plan are formulated in accordance with the company law of the people's Republic of China, 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 and regulations, as well as the provisions of Shenzhen Longli Technology Co.Ltd(300752) articles of association, and in combination with the actual situation of the company.
Ms. Li Yan and Mr. Zhuang Shiqiang, the directors of the company, are the incentive objects of the stock option incentive plan. They are the affiliated directors of the proposal. They avoided voting when deliberating the proposal. Wu Xinyi, the incentive object, is the brother of director Wu Xinli. Therefore, directors Wu Xinli and LV Xiaoxia avoided voting on the proposal. It shall be voted by three other non affiliated directors.
The independent directors of the company have expressed their independent opinions on this proposal. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders for deliberation and approval.
Details of this motion are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Management measures for the assessment of the implementation of stock option incentive plan in 2022.
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 incentive plan
In order to implement the incentive plan, the board of directors of the company plans to request the general meeting of shareholders to authorize the board of directors on matters related to the incentive plan, including:
(1) Submit to the general meeting of shareholders of the company to authorize the board of directors to be responsible for the following matters for the specific implementation of the incentive plan:
① Authorize the board of directors to confirm the qualifications and conditions of the incentive objects to participate in the incentive plan, determine the list of incentive objects and their grant quantity, and determine the grant price of stock options;
② Authorize the board of directors to determine the grant date of the incentive plan, grant options to the incentive object when the incentive object meets the conditions, and handle all matters necessary for the grant of options;
③ Authorize the board of directors to review and confirm the exercise qualification and exercise conditions of incentive objects, and handle all matters of exercise for qualified incentive objects in accordance with the provisions of the incentive plan;
④ Authorize the board of directors to adjust the number and exercise price of stock options in accordance with the principles and methods specified in the 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;
⑤ Authorize the board of directors to decide on the change and termination of the incentive plan, including but not limited to canceling the exercise qualification of the incentive object, canceling the shares of the incentive object that have not been exercised, handling the handling of the stock options of the deceased incentive object that have not been exercised, and terminating the incentive plan;
⑥ Authorize the board of directors to manage the company's incentive plan;
⑦ Authorize the board of directors to sign, execute, modify and terminate any agreement related to the incentive plan;
⑧ Authorize the board of directors to appoint intermediary institutions such as receiving banks, accountants and lawyers for the implementation of the incentive plan;
⑨ Authorize the board of directors to go through the formalities of examination and approval, registration, filing, approval and consent to the incentive plan with relevant governments and institutions; Sign, implement, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals; And do all acts that they consider necessary, appropriate or appropriate in connection with the incentive plan;
⑩ Authorize the board of directors to handle the necessary matters required for the implementation of the incentive plan, including but not limited to amending the articles of association, applying to the registration and settlement company for relevant registration and settlement business, handling the registration of changes in registered capital, etc. Except for the rights that must be exercised by the general meeting of shareholders as specified in the relevant documents.
(2) The period of authorization from the general meeting of shareholders to the board of directors is consistent with the validity of this incentive plan.
(3) The general meeting of shareholders is requested to authorize the chairman of the company as the authorized person of the incentive plan to deal with the affairs related to the incentive plan and sign relevant legal documents. The above authorized persons have the right to handle relevant matters during the implementation of the incentive plan on behalf of the company in accordance with the scope of authorization determined by the resolution of the general meeting of shareholders of the company and the authorization of the board of directors.
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 Yan and Mr. Zhuang Shiqiang, the directors of the company, are the incentive objects of the stock option incentive plan. They are the affiliated directors of the proposal. They avoided voting when deliberating the proposal. Wu Xinyi, the incentive object, is the brother of director Wu Xinli. Therefore, directors Wu Xinli and LV Xiaoxia avoided voting on the proposal. It shall be voted by three other non affiliated directors.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders for deliberation and approval.
4. Deliberated and passed the proposal on renewing the appointment of audit institutions in 2022
After review, we agree to renew the appointment of Zhitong Certified Public Accountants (special general partnership) as the company's audit institution in 2022 for one year, and submit the proposal to the company's general meeting for deliberation.
The independent directors of the company have expressed their independent opinions approved and agreed in advance on this proposal, and the board of supervisors of the company has expressed their agreed opinions. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders for deliberation and approval.
Details of this motion are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on reappointment of audit institutions in 2022.
5. Deliberated and passed the proposal on 2022 loan plan and loan authorization
In order to meet the production, operation and development needs of the company and its subsidiaries (including subsidiaries at all levels included in the scope of the company's consolidated statements) in 2022, the company and its subsidiaries (including subsidiaries at all levels included in the scope of the company's consolidated statements) apply to the bank for a comprehensive credit line of no more than RMB 2800 million. The above credit line is finally subject to the credit line actually approved by each bank, and the credit term is one year. Within the scope of the above credit line, the board of directors authorizes the chairman of the company to sign various legal documents within the above comprehensive credit line on behalf of the company. All the legal and economic responsibilities arising therefrom shall be borne by the company and its subsidiaries and shall be effective within one year from the date of adoption by the general meeting of shareholders.
The independent directors of the company have issued independent opinions approved and agreed in advance on this proposal. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders for deliberation and approval.
Announcement on loan plan and loan authorization in 2022.
6. Deliberated and passed the proposal on convening the second extraordinary general meeting of shareholders in 2022
The company will hold the second extraordinary general meeting of shareholders in 2022 at 14:30 p.m. on April 18, 2022 in the company's conference room. This general meeting of shareholders will be held by combining on-site meeting and online voting.
Voting results: 7 in favor, 0 against and 0 abstention.
For details of this motion, the company posted on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Notice on convening the second extraordinary general meeting of shareholders in 2022 disclosed.
3、 Documents for future reference
1. Resolutions of the 32nd meeting of the second board of directors;
2. Independent opinions of independent directors on matters related to the 32nd meeting of the second board of directors;
3. Prior approval opinions of independent directors on matters related to the 32nd meeting of the second board of directors.
It is hereby announced.
Shenzhen Longli Technology Co.Ltd(300752) board of directors
April 1, 2022
