Securities code: Jcet Group Co.Ltd(600584) securities abbreviation: Jcet Group Co.Ltd(600584) No.: lin2022021 Jiangsu Changdian Technology Co., Ltd
Announcement of resolutions of the 14th extraordinary meeting of the seventh board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
Jcet Group Co.Ltd(600584) the 14th interim meeting of the seventh board of directors was notified by communication on April 6, 2022 and held by communication voting on April 13, 2022. The voting deadline of this meeting is 2 p.m. on April 13, 2022. There are 9 directors who should vote at the meeting and 9 directors who actually vote. The convening and convening of the meeting shall comply with the company law and the articles of association.
2、 Deliberations of the board meeting
Relevant proposals were voted and passed at this meeting, and the resolutions are as follows:
(I) the proposal on the company’s employee stock ownership plan (Draft) in 2022 and its summary (see www.sse.com.cn. Employee stock ownership plan (Draft) in Jcet Group Co.Ltd(600584) 2022 and summary of employee stock ownership plan (Draft) in Jcet Group Co.Ltd(600584) 2022 on the website of Shanghai stock exchange for details)
In order to further implement system innovation, improve the corporate governance structure and optimize the company’s equity structure, improve the company’s long-term competitive advantage, effectively combine the interests of shareholders, the company and employees, and make all parties pay common attention to the long-term development of the company, the company, in accordance with relevant laws, regulations and policy documents and in combination with the actual situation of the company, Formulated Jcet Group Co.Ltd(600584) 2022 employee stock ownership plan (Draft) and its summary.
The independent directors of the company expressed independent opinions on this matter. See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for details.
Voting results: 7 in favor, 0 against and 0 abstention. Related directors Mr. Zheng Li and Mr. Luo Hongwei avoided voting.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(II) the proposal on the management measures of the company’s employee stock ownership plan in 2022 (see the management measures of Jcet Group Co.Ltd(600584) 2022 employee stock ownership plan on the website of Shanghai Stock Exchange at www.sse.com.cn for details)
In order to ensure the smooth implementation of the company’s employee stock ownership plan in 2022 and the realization of the company’s development strategy and business objectives, in accordance with the provisions of the company law, the securities law, the guiding opinions on the pilot implementation of the employee stock ownership plan by listed companies, the guidelines on the information disclosure of the employee stock ownership plan of listed companies on Shanghai Stock Exchange and other laws, regulations, normative documents and the articles of association, In combination with the actual situation of the company, the management measures for Jcet Group Co.Ltd(600584) 2022 employee stock ownership plan is hereby formulated.
Voting results: 7 in favor, 0 against and 0 abstention. Related directors Mr. Zheng Li and Mr. Luo Hongwei avoided voting.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(III) the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s employee stock ownership plan in 2022 was deliberated and adopted
In order to ensure the smooth implementation of the company’s employee stock ownership plan in 2022, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle matters related to the employee stock ownership plan in 2022, including but not limited to the following matters: 1 Implement the employee stock ownership plan in 2022;
2. Handle the change and termination of the employee stock ownership plan in 2022, including but not limited to the withdrawal of the incentive fund of the employee stock ownership plan in 2022, the disqualification of the holder according to the provisions of the draft employee stock ownership plan in 2022, the increase of the holder, the change of the share of the holder, the inheritance of the deceased holder, the early termination of the employee stock ownership plan in 2022, etc;
3. Make a decision on the extension and early termination of the duration of the employee stock ownership plan in 2022;
4. Make decisions on the ownership and distribution of ESOP shares in 2022;
5. Handle the opening of securities accounts and capital accounts of the employee stock ownership plan in 2022 and other matters related to China depository and Clearing Co., Ltd;
6. Explain the Jcet Group Co.Ltd(600584) 2022 employee stock ownership plan (Draft);
7. In case of changes in relevant laws, regulations and policies, the employee stock ownership plan in 2022 shall be adjusted accordingly according to the newly issued laws, regulations and policies during the duration of the employee stock ownership plan;
8. Nominate candidates for members of the Management Committee;
9. Other necessary matters required for handling the employee stock ownership plan in 2022, except the rights to be exercised by the general meeting of shareholders specified in laws and regulations, normative documents, articles of association and other documents.
In addition to the normative documents of the board of directors in 2022, the authorized persons of the company directly exercise the above-mentioned legal and regulatory matters.
The above authorization starts from the date of approval by the general meeting of shareholders of the company to the date of completion of the liquidation of the employee stock ownership plan. Voting results: 7 in favor, 0 against and 0 abstention. Related directors Mr. Zheng Li and Mr. Luo Hongwei avoided voting.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(IV) the proposal on the company’s 2022 stock option incentive plan (Draft) and its summary (see www.sse.com.cn, the Jcet Group Co.Ltd(600584) 2022 stock option incentive plan (Draft) and the announcement on the summary of Jcet Group Co.Ltd(600584) 2022 stock option incentive plan (Draft) on the website of Shanghai stock exchange for details)
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 middle-level managers and core employees, and effectively combine the interests of shareholders, the company and the personal interests of managers, the company, in accordance with relevant laws, regulations and policy documents and in combination with the actual situation of the company, Formulated the Jcet Group Co.Ltd(600584) 2022 stock option incentive plan (Draft) and its summary.
The independent directors of the company expressed independent opinions on this matter. See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for details.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(V) the proposal on the management measures for the implementation and assessment of the company’s stock option incentive plan in 2022 (see the management measures for the implementation and assessment of Jcet Group Co.Ltd(600584) 2022 stock option incentive plan on the website of Shanghai Stock Exchange at www.sse.com.cn for details)
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, in accordance with the provisions of the company law, the securities law, the measures for the administration of equity incentive of listed companies and other laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company, the measures for the administration of assessment of the implementation of Jcet Group Co.Ltd(600584) .
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(VI) the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 stock option incentive plan was deliberated and adopted
In order to implement the company’s 2022 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 relevant matters of the company’s 2022 stock option incentive plan:
1. Request 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 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 adjust the number of stock options and the number of underlying shares involved according to the methods specified in the stock option 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;
(4) Authorize the board of directors to adjust the exercise price of stock options in accordance with the methods specified in the stock option 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 and dividend distribution;
(5) 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 signing the 2022 stock option grant agreement with the incentive object;
(6) 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;
(7) Authorize the board of directors to decide whether the incentive objects can exercise their rights;
(8) Authorize the board of directors to handle all matters necessary for the exercise of incentive objects, 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 relevant documents;
(9) Authorize the board of directors to decide on the change and termination of the stock option incentive plan, including but not limited to the cancellation of the exercise qualification of the incentive object, the cancellation of the shares of the incentive object that have not been exercised, the handling of the stock options of the deceased incentive object that have not been exercised, and the termination of the incentive plan;
(10) Authorize the board of directors to manage and adjust the company’s stock option 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 distribute and adjust the total amount of stock options among incentive objects according to the established methods and procedures;
(12) 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 specified in relevant documents.
2. Request 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 government departments and regulatory authorities on the incentive plan; Sign, execute, modify and complete the documents submitted to relevant government departments, regulatory agencies, 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 financial consultants, 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 the incentive plan. Except for the matters expressly authorized by the chairman of the board of directors, the exercise of the incentive plan or other matters directly authorized by the board of directors in 2022 shall be subject to the provisions of the laws and regulations of the board of directors.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(VII) the meeting decided to hold the second extraordinary general meeting of shareholders in 2022 in conference room 275, Binjiang Middle Road, Jiangyin on April 29, 2022 to consider the proposals related to the above employee stock ownership plan and stock option incentive plan. For details, please refer to the website of Shanghai Stock Exchange at www.sse com. cn. Notice of Jcet Group Co.Ltd(600584) on convening the second extraordinary general meeting of shareholders in 2022.
It is hereby announced!
Jcet Group Co.Ltd(600584) board of directors April 13, 2002
