Securities code: Shenzhen Baoming Technology Co.Ltd(002992) securities abbreviation: Shenzhen Baoming Technology Co.Ltd(002992) Announcement No.: 2022012 Shenzhen Baoming Technology Co.Ltd(002992)
Announcement of resolutions of the 18th (Interim) meeting of the Fourth 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
Shenzhen Baoming Technology Co.Ltd(002992) (hereinafter referred to as “the company”) the 18th (Interim) meeting of the Fourth Board of directors was held on April 6, 2022 by means of on-site voting combined with communication. This meeting was presided over by Mr. Li Jun, chairman of the board. The notice of the meeting was sent to all directors by mail, telephone or personal delivery on April 1, 2022. There are 9 directors who should attend the meeting and 9 actually attended the meeting, including Mr. Zhao Zhiguang, Mr. Ren Fuzheng, Mr. Wang Xiaochun and Mr. Li Houqun. The convening procedures of this meeting comply with the company law of the people’s Republic of China, the articles of association and other relevant provisions, and are legal and effective.
2、 Deliberations of the board meeting
(I) the proposal on Shenzhen Baoming Technology Co.Ltd(002992) 2022 restricted stock incentive plan (Draft) and its summary was deliberated and adopted
In order to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain the company’s managers and core backbone, fully mobilize their enthusiasm and creativity, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, effectively combine the interests of shareholders, the company and the core team, and make all parties pay common attention to the long-term development of the company, 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 equal incentives and constraints, and in accordance with relevant laws and administrative regulations such as 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 incentives of listed companies, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – business handling According to the normative documents and the articles of association, the company has formulated the restricted stock incentive plan for 2022 (Draft) and its abstract, and plans to implement the restricted stock incentive plan.
Voting: 4 in favor, 0 against and 0 abstention. Related directors Mr. Zhang Chun, Mr. Zhang Guohong, Mr. Ba Yin and he, and Mr. Zhao Zhiguang are the intended incentive objects of this incentive plan, and related director Li Yun
Independent directors have expressed their independent opinions on this proposal. For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements on.
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.
(II) the proposal on the measures for the administration of the assessment of the implementation of the restricted stock incentive plan in Shenzhen Baoming Technology Co.Ltd(002992) 2022 was deliberated and adopted
In order to ensure the smooth implementation of the assessment of the company’s restricted stock incentive plan in 2022, 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, regulations, normative documents and the articles of association, and in combination with the actual situation of the company, the company hereby formulates the measures for the administration of the assessment of the implementation of the restricted stock incentive plan in 2022.
Voting: 4 in favor, 0 against and 0 abstention. The affiliated directors Mr. Zhang Chun, Mr. Zhang Guohong, Mr. Ba Yin and he, and Mr. Zhao Zhiguang are the intended incentive objects of this incentive plan, and the affiliated director Mr. Li Yunlong, as the affiliated party of the intended incentive objects of this incentive plan, abstained from voting on this proposal.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements on.
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.
(III) the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the Shenzhen Baoming Technology Co.Ltd(002992) 2022 restricted stock incentive plan was deliberated and adopted
In order to implement the company’s restricted stock incentive plan in 2022, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle relevant matters of the company’s restricted stock incentive plan in 2022 (hereinafter referred to as “the incentive plan”) on the premise of complying with relevant laws and regulations:
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 incentive objects to participate in the incentive plan and determine the grant date of the incentive plan;
(2) Authorize the board of directors to make corresponding adjustments to the number of restricted shares and the number of underlying shares involved in the incentive plan in accordance with the methods specified in this 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, etc;
(3) Authorize the board of directors to adjust the granting price of restricted shares according to the methods specified in this 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 make corresponding adjustments to the number of grants and directly reduce the share of rights and interests abandoned by the incentive object if the incentive object leaves office or voluntarily gives up the granted rights and interests for personal reasons before the grant of restricted shares;
(5) 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, including signing the restricted stock grant agreement with the incentive object;
(6) Authorize the board of directors to review and confirm the incentive object’s qualification and conditions for lifting the sales restriction, and agree that the board of directors authorize the remuneration and assessment committee of the board of directors to exercise this right;
(7) Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be lifted;
(8) Authorize the board of directors to handle all matters necessary for the incentive object to lift the restriction on sales, including but not limited to applying to Shenzhen stock exchange for lifting the restriction on sales, applying to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch for handling relevant registration and settlement business, amending the articles of association, handling the change registration of the company’s registered capital, etc;
(9) Authorize the board of directors to handle the restricted stock sales that have not been lifted;
(10) Authorize the board of directors to handle the relevant matters related to the change and termination of the incentive plan according to the provisions of the incentive plan, including but not limited to canceling the incentive object’s qualification for lifting the restriction on sales, repurchase and cancel the restricted shares of the incentive object that have not been lifted, and handle the inheritance of the deceased incentive object’s restricted shares that have not been lifted;
(11) Authorize the board of directors to determine the incentive object, grant quantity, grant price, grant date and other matters of the reserved restricted shares in the incentive plan;
(12) Authorize the board of directors to sign, execute, modify and terminate any agreement related to this incentive plan and other relevant agreements;
(13) Authorize the board of directors to manage and adjust the incentive plan of the company, 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;
(14) Authorize the board of directors to implement other necessary matters required by this 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 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. The general meeting of shareholders is requested to authorize the board of directors to appoint intermediary institutions such as receiving banks, accounting firms, law firms 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 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 an appropriate person authorized by him on behalf of the board of directors.
Voting: 4 in favor, 0 against and 0 abstention. The affiliated directors Mr. Zhang Chun, Mr. Zhang Guohong, Mr. Ba Yin and he, and Mr. Zhao Zhiguang are the intended incentive objects of this incentive plan, and the affiliated director Mr. Li Yunlong, as the affiliated party of the intended incentive objects of this incentive plan, abstained from voting on this proposal.
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.
(IV) the proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted
After deliberation and approval by the board of directors, it is decided to convene the second extraordinary general meeting of shareholders in 2022 on April 25, 2022.
Voting: 9 in favor, 0 against and 0 abstention.
For details of the notice of this shareholders’ meeting, the company published it in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo on the same day（ http://www.cn.info.com.cn. ）Notice on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022015). 3、 Documents for future reference:
1. Resolutions of the 18th (Interim) meeting of the 4th board of directors;
2. Independent directors’ independent opinions on matters related to the 18th (Interim) meeting of the Fourth Board of directors of the company.
It is hereby announced.
Shenzhen Baoming Technology Co.Ltd(002992) board of directors April 6, 2022
