Securities code: Risuntek Inc(002981) securities abbreviation: Risuntek Inc(002981) Announcement No.: 2022023 Risuntek Inc(002981)
Announcement of resolutions of the third meeting of the third 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
1. The notice of this meeting was delivered to each director on April 10, 2022;
2. The board of directors was held in the company's conference room on April 13, 2022 by combining on-site and communication;
3. 7 directors should attend the meeting and 7 actually attended the meeting;
4. The meeting was convened and presided over by Mr. Shen Qingkai, chairman of the board of directors, and all supervisors, general manager and some other senior managers of the company attended as nonvoting delegates;
5. The meeting was convened and held in accordance with the company law of the people's Republic of China and the articles of association.
2、 Deliberations of the board meeting
1. The proposal on stock option incentive plan in 2022 (Draft) and summary was reviewed and passed. After review, the board of directors held that the implementation of equity incentive plan by the company is conducive to the sustainable development of the company and the formation of long-term incentive mechanism for core talents, and there is no damage to the interests of the company and all shareholders. The incentive objects to be granted in the incentive plan meet the conditions of incentive objects specified in relevant laws, regulations and normative documents.
For details, please refer to the company's publication on cninfo (www.cn. Info. Com. CN.) on the same day 2022 stock option incentive plan (Draft) and summary of 2022 stock option incentive plan (Draft) on. Mr. Xu linzhe, the related director of this proposal, abstained from voting; Voting by non affiliated directors.
Voting result: 6 affirmative votes; No negative vote; No abstention; 1 abstention vote; Adopted by vote.
The independent directors expressed their explicit consent. For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Relevant announcements issued.
This proposal shall be submitted to the second extraordinary general meeting of shareholders in 2022 for deliberation.
2. After deliberation and approval of the proposal on the measures for the assessment and management of the stock option incentive plan in 2022, the board of Directors believes that: in order to achieve the implementation purpose of the incentive plan, the company has formulated corresponding assessment and management measures, and the assessment system is comprehensive, comprehensive and operable, which can play a good incentive and restraint effect on the incentive objects.
For details, please refer to the company's publication on cninfo (www.cn. Info. Com. CN.) on the same day Management measures for the assessment of 2022 stock option incentive plan.
Mr. Xu linzhe, the related director of this proposal, abstained from voting; Voting by non affiliated directors.
Voting result: 6 affirmative votes; No negative vote; No abstention; 1 abstention vote; Adopted by vote.
The independent directors expressed their explicit consent. For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Relevant announcements issued.
This proposal shall be submitted to the second extraordinary general meeting of shareholders in 2022 for deliberation.
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 stock option incentive plan in 2022, the general meeting of shareholders is requested to authorize the board of directors to handle the following matters:
(1) The authorization date of the incentive plan determined by the board of directors;
(2) Authorize the board of directors to adjust the number of stock options granted / exercised in accordance with the relevant provisions of the incentive plan in case of capital reserve converted 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 in accordance with the relevant provisions of the incentive plan when the company has the situation of converting capital reserve into share capital, distributing 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 meeting the relevant conditions, and handle all matters necessary for the grant of stock options, including but not limited to signing the stock option grant agreement with the incentive object;
(5) Authorize the board of directors to review and confirm whether the exercise conditions of the incentive plan have been achieved and the actual number of stock options that can be exercised by the incentive object, and handle all matters necessary for the exercise of stock options;
(6) Authorize the board of directors to be responsible for the management of the incentive plan, including but not limited to canceling the participation qualification of the incentive object. Accordingly, the stock options granted to the incentive object but not exercised shall be cancelled by the company;
(7) Authorize the board of directors to be responsible for the adjustment of the incentive plan and adjust the supporting system of the incentive plan from time to time without violating the relevant provisions of the incentive plan. If relevant laws, regulations or 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;
(8) Authorize the board of directors to handle other matters related to the implementation of the incentive plan, except for the rights explicitly required to be exercised by the general meeting of shareholders;
(9) In the above authorized matters, except for the matters that are clearly required to be adopted by the resolution of the board of directors, 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;
(10) The period of authorization from the general meeting of shareholders to the board of directors is consistent with the validity of the incentive plan.
Mr. Xu linzhe, the related director of this proposal, abstained from voting; Non affiliated directors shall vote.
Voting result: 6 affirmative votes; No negative vote; No abstention; 1 abstention vote; Adopted by vote.
This proposal shall be submitted to the second extraordinary general meeting of shareholders in 2022 for deliberation.
4. Deliberated and passed the proposal on signing lease contracts and renting some real estate to the outside world
It is agreed that in order to revitalize the stock assets and improve the overall operation efficiency of assets, the company will lease some idle plants and dormitories located in Jiangbian village, Qishi Town, Dongguan on the premise of ensuring normal operation, and it is agreed that the company will sign relevant lease contracts with the lessee.
For details, please refer to cninfo.com.cn Announcement on signing lease contract and renting part of real estate (Announcement No.: 2022025) on China Securities News, Securities Daily, securities times and Shanghai Securities News.
Voting result: 7 affirmative votes; No negative vote; No abstention; Adopted by vote.
5. Deliberated and passed the proposal on convening the second extraordinary general meeting of shareholders in 2022
According to the relevant provisions of the company law, the company plans to hold the second extraordinary general meeting of shareholders in 2022 on May 6, 2022.
For details, please refer to cninfo.com.cn Notice on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022026) on China Securities Journal, Securities Daily, securities times and Shanghai Securities News.
Voting result: 7 affirmative votes; No negative vote; No abstention; Adopted by vote.
3、 Documents for future reference 1. Resolutions of the third meeting of the third board of directors; 2. Independent opinions of independent directors on matters related to the third meeting of the third board of directors. It is hereby announced.
Risuntek Inc(002981) board of directors April 13, 2022
