Securities code: 300582 securities abbreviation: Inventronics (Hangzhou) Inc(300582) Announcement No.: 2022-001 Inventronics (Hangzhou) Inc(300582) Electronics (Hangzhou) Co., Ltd
Announcement of resolutions of the 14th 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、 Convening of board meeting
1. The notice of the 14th meeting of the third board of directors of Inventronics (Hangzhou) Inc(300582) Electronics (Hangzhou) Co., Ltd. (hereinafter referred to as "the company") was sent to all directors by mail on January 4, 2022. The Notice includes relevant materials of the meeting and lists the time, place, content and method of the meeting. 2. The board of directors was held in the company's conference room on January 6, 2022 in a combination of on-site and communication.
3. There are 9 directors who should attend the board meeting and 9 actually attended the meeting, including 5 directors who attended the meeting on site, and the directors f marshallmiles, Zhu su'e, sun Xiaoxia and grand occasion attended the meeting by means of communication voting.
4. The board of directors was presided over by Mr. Guichao Hua, chairman of the board of directors, and the supervisors and senior managers of the company attended the board of directors as nonvoting delegates.
5. The convening, convening and voting procedures of this meeting comply with the company law of the people's Republic of China and other laws and regulations and the relevant provisions of the articles of association. 2、 Deliberations of the board meeting
The meeting considered and adopted the following proposals:
1. The proposal on granting restricted shares to incentive objects whose grant of Restricted Shares Incentive Plan in 2021 is suspended was deliberated and adopted
In view of the fact that the spouse of Ms. Lin Jing, a director of the company who participated in the 2021 restricted stock incentive plan (hereinafter referred to as the "incentive plan") of the company, sold the company's shares within 6 months before June 25, 2021, the first grant date, in accordance with the securities law of the people's Republic of China According to the measures for the administration of equity incentive of listed companies and the incentive plan of the company, the board of directors decided to suspend the grant of 84000 class I restricted shares to Ms. Lin Jing, the incentive object of the incentive plan, and held a meeting to consider the grant of restricted shares to Ms. Lin Jing after the relevant grant conditions were met.
As of January 6, 2022, the purchase restriction period of Ms. Lin Jing has expired. According to the relevant provisions of the measures for the administration of equity incentive of listed companies, the incentive plan and the authorization of the company's first extraordinary general meeting in 2021, the board of directors of the company considers that the conditions for granting the deferred part of the incentive plan have been met, and agrees to determine January 6, 2022 as the grant date of the deferred part, A total of 84000 class I restricted shares were granted to Ms. Lin Jing, the incentive object, at a grant price of RMB 5567 / share.
See details disclosed on cninfo.com.cn on the same day Announcement on granting restricted shares to incentive objects whose grant of Restricted Shares Incentive Plan in 2021 is suspended.
The independent directors and the board of supervisors of the company have expressed clear consent to the proposal. Shanghai jintiancheng (Hangzhou) law firm issued a legal opinion. Shanghai Rongzheng Investment Consulting Co., Ltd. issued an independent financial advisory report.
Director Lin Jing is the incentive object of the suspension of the restricted stock incentive plan. He is an affiliated director and has avoided voting.
Voting results: there were 8 affirmative votes, 0 negative votes, 0 abstention votes and 1 avoidance vote. The proposal was passed.
This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
2. The proposal on changing the company's registered capital, amending the articles of association and handling the industrial and commercial registration of change was deliberated and adopted
Since the company takes January 6, 2022 as the grant date, 84000 restricted shares will be granted to the incentive objects whose grant is suspended by the restricted stock incentive plan in 2021. After the grant registration is completed, the total share capital of the company will increase from 296583279 to 296667279, and the registered capital will increase from 296583279 to 296667279.
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the articles of association of listed companies and other laws, regulations and documents, the relevant contents of the articles of association are revised. Due to the increase of registered capital and the amendment of the articles of association, it is necessary to go through the formalities of industrial and commercial change registration, and authorize the board of directors to designate a special person to go through the formalities of industrial and commercial change registration and filing in accordance with the provisions.
The specific amendments to the articles of association are disclosed on cninfo.com.cn on the same day Amendment IX to the articles of association.
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted by a unanimous vote. This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
3. The proposal on convening the company's first extraordinary general meeting in 2022 was deliberated and adopted. The board of directors of the company, as the convener, is scheduled to convene the first extraordinary general meeting in 2022 on January 25, 2022.
See details disclosed on cninfo.com.cn on the same day Notice on convening the first extraordinary general meeting of shareholders in 2022.
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted by a unanimous vote. This proposal does not need to be submitted to the general meeting of shareholders for deliberation. 3、 Documents for future reference
1. Resolutions of the 14th meeting of the 3rd board of directors;
2. Resolutions of the 12th meeting of the 3rd board of supervisors;
3. Independent opinions of independent directors on matters related to the 14th meeting of the third board of directors.
4. Legal opinion of Shanghai jintiancheng (Hangzhou) law firm on the suspension of the grant of restricted stock incentive plan of Inventronics (Hangzhou) Inc(300582) Electronics (Hangzhou) Co., Ltd. in 2021;
5. Independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on matters related to the suspension of the grant of restricted stock incentive plan of Inventronics (Hangzhou) Inc(300582) Electronics (Hangzhou) Co., Ltd. in 2021.
It is hereby announced.
Board of directors of Inventronics (Hangzhou) Inc(300582) Electronics (Hangzhou) Co., Ltd. January 10, 2022
