W securities code: Zhejiang Dahua Technology Co.Ltd(002236) securities abbreviation: Zhejiang Dahua Technology Co.Ltd(002236) Announcement No.: 2022008 Zhejiang Dahua Technology Co.Ltd(002236)
Announcement on the resolution of the 27th meeting of the seventh 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.
Zhejiang Dahua Technology Co.Ltd(002236) (hereinafter referred to as “the company”) the notice of the 27th meeting of the seventh board of directors was notified to all directors by e-mail on March 30, 2022 and held in the conference room of the company by on-site combined with communication voting on April 1, 2022. The meeting was presided over by Mr. Fu Liquan, chairman of the company. There were 7 directors who should attend the meeting and 7 actually attended the meeting. Some supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the provisions of the company law and other relevant laws and regulations and the articles of association.
The meeting considered and adopted the following resolutions:
1、 The meeting deliberated and adopted the 2022 stock option and restricted stock incentive plan (Draft) and its summary with 4 affirmative votes, 0 negative votes and 0 abstention.
As the chairman Mr. Fu Liquan, the director Ms. Chen Ailing and the incentive objects Mr. Lai Lijin and Mr. Chen Jianfeng are relatives, they have avoided voting, the related director Mr. Zhang Xingming avoided voting, and the other four directors participated in voting.
This proposal was drafted by the remuneration and assessment committee of the board of directors in accordance with relevant laws and regulations, reviewed and approved by the remuneration and assessment committee of the board of directors, and submitted to the board of directors of the company for deliberation and approval.
The independent directors of the company gave their independent opinions on this proposal, and the board of supervisors gave their verification opinions. For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) Announcement disclosed on.
For details of the 2022 stock option and restricted stock incentive plan (Draft), please refer to www.cninfo.com info. com. cn.， Its abstract is published in the securities times and www.cn info. com. cn. Come on.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders.
2、 The meeting deliberated and adopted the measures for the administration of the implementation and assessment of stock option and restricted stock incentive plan in 2022 with 4 affirmative votes, 0 negative votes and 0 abstention.
As the chairman Mr. Fu Liquan, the director Ms. Chen Ailing and the incentive objects Mr. Lai Lijin and Mr. Chen Jianfeng are relatives, they have avoided voting, the related director Mr. Zhang Xingming avoided voting, and the other four directors participated in voting.
This proposal was drafted by the remuneration and assessment committee of the board of directors in accordance with relevant laws and regulations, reviewed and approved by the remuneration and assessment committee of the board of directors, and submitted to the board of directors of the company for deliberation and approval.
The independent directors of the company gave their independent opinions on this proposal, and the board of supervisors gave their verification opinions. For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) Announcement disclosed on.
See the management measures for the implementation and assessment of stock option and restricted stock incentive plan in 2022 on cninfo.com.cn on the same day Announcement disclosed on.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders.
3、 The meeting deliberated and adopted the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive with 4 affirmative votes, 0 negative votes and 0 abstention.
As the chairman Mr. Fu Liquan, the director Ms. Chen Ailing and the incentive objects Mr. Lai Lijin and Mr. Chen Jianfeng are relatives, they have avoided voting, the related director Mr. Zhang Xingming avoided voting, and the other four directors participated in voting.
In order to implement the company’s stock option and restricted stock incentive plan in 2022, the board of directors of the company agrees to request the general meeting of shareholders to authorize the board of directors to handle the following matters related to the stock option and restricted stock incentive plan:
1. The general meeting of shareholders of the company is requested to authorize the board of directors to be responsible for the following matters for the specific implementation of the equity incentive plan: (1) authorize the board of directors to determine the qualifications and conditions of the incentive object to participate in the stock option and restricted stock incentive plan, and determine the authorization date of the stock option and the grant date of restricted stock;
(2) Authorize the board of directors to adjust the number of stock options and restricted stocks and the number of underlying stocks involved according to the methods specified in the 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, etc;
(3) Authorize the board of directors to adjust the exercise price of stock options and the grant price of restricted shares in accordance with the 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 dividend distribution;
(4) Authorize the board of directors to distribute and adjust the shares of stock options abandoned by the incentive objects and the shares of restricted shares abandoned by the incentive objects between the incentive objects before the authorization of stock options and the grant of restricted shares; (5) Authorize the board of directors to grant stock options and restricted stocks to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant of stock options and restricted stocks, including but not limited to applying to the stock exchange for grant, applying to the registration and Clearing Company for handling relevant registration and clearing business, etc;
(6) Authorize the board of directors to review and confirm the exercise / lifting of the restricted sales qualification and the exercise / lifting of the restricted sales conditions of the incentive object, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
(7) Authorize the board of directors to decide whether the incentive object can exercise the right / lift the sales restriction;
(8) 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 applying to the stock exchange for exercise / lifting of restrictions on sales, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association and handling the registration of changes in the registered capital of the company;
(9) Authorize the board of directors to handle the exercise / lifting of restrictions on the sale of stock options / restricted shares that have not been exercised / lifted;
(10) The board of directors is authorized to decide on the change and termination of the incentive plan, including but not limited to canceling the exercise and lifting the restricted sale qualification of the incentive object, canceling the stock options of the incentive object that have not been exercised, and repurchasing and canceling the restricted shares of the incentive object that have not been lifted, Handle the cancellation of stock options of deceased incentive objects that have not been exercised or the repurchase and cancellation of restricted shares whose sales restrictions have not been lifted, as well as relevant compensation and inheritance matters, and terminate the company’s incentive plan;
(11) Authorize the board of directors to sign, execute, modify and terminate any agreement related to the equity incentive plan and other relevant agreements;
(12) Authorize the board of directors to manage and adjust the company’s 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;
(13) Authorize the board of directors to implement other necessary matters required by the 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 equity 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 registration of changes in the company’s registered capital; And do all acts it deems necessary, appropriate or appropriate in connection with this incentive plan. 3. Request the general meeting of shareholders to authorize the board of directors to appoint intermediary institutions such as receiving banks, accountants, lawyers and securities companies 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 equity 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.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
It is hereby announced.
Zhejiang Dahua Technology Co.Ltd(002236) board of directors April 2, 2022
