Securities code: 300418 securities abbreviation: Kunlun Tech Co.Ltd(300418) Announcement No.: 2022-001 Kunlun Tech Co.Ltd(300418)
Announcement on resolutions of the 24th Meeting of the 4th 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. Kunlun Tech Co.Ltd(300418) (hereinafter referred to as “the company”) notified all directors and supervisors of the 24th Meeting of the Fourth Board of directors by means of communication on January 5, 2022.
2. The 24th Meeting of the 4th board of directors of the company was held by means of communication on January 10, 2022.
3. There are 7 directors who should attend the meeting and 7 actually attended the meeting.
4. The meeting was presided over by chairman Jin Tian. Some supervisors and senior managers of the company attended the meeting as nonvoting delegates.
5. The holding and convening of the board of directors shall comply with relevant national laws, regulations and the articles of association.
2、 Deliberations of the board meeting
The deliberation, voting and adoption of proposals at this meeting are as follows:
(I) the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary was deliberated and adopted
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of core technical (business) personnel, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, The company has formulated the restricted stock incentive plan for 2022 (Draft) in accordance with relevant laws and regulations.
The company’s restricted stock incentive plan for 2022 (Draft) and its abstract, the list of incentive objects of the restricted stock incentive plan for 2022, and the specific contents of the opinions expressed by the independent directors and the board of supervisors are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcements on.
The independent directors of the company expressed their independent opinions.
The board of directors discussed and voted on this issue.
Voting results: 7 affirmative votes, accounting for 100% of the valid votes at the meeting, 0 negative votes and 0 abstention votes.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
(II) the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 was deliberated and passed. In order to ensure the smooth progress of the company’s restricted stock incentive plan in 2022 and the realization of the company’s development strategy and business objectives, according to the provisions of relevant laws and regulations and the actual situation of the company, The company hereby formulates the management measures for the implementation and assessment of the restricted stock incentive plan in 2022.
The company’s management measures for the implementation and assessment of the restricted stock incentive plan in 2022 and the opinions issued by the board of supervisors are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcements on.
The independent directors of the company expressed their independent opinions.
The board of directors discussed and voted on this issue.
Voting results: 7 affirmative votes, accounting for 100% of the valid votes at the meeting, 0 negative votes and 0 abstention votes.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
(III) the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022 was deliberated and adopted
In order to specifically implement the Kunlun Tech Co.Ltd(300418) 2022 restricted stock incentive plan, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle the following matters related to the company’s 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 grant date of the company’s restricted stock incentive plan;
(2) Authorize the board of directors to adjust the number of restricted shares granted / vested according to the methods specified in the restricted stock 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 in accordance with the methods specified in the restricted stock 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;
(4) 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 but not limited to signing the restricted stock grant agreement with the incentive object; (5) Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be vested, review and confirm the vesting qualification and vesting conditions of the incentive object, and agree that the board of directors will authorize the remuneration and assessment committee of the board of directors to exercise this right;
(6) Authorize the board of directors to handle all matters necessary for the ownership of incentive objects, including but not limited to submitting an application for ownership to the stock exchange, applying to the registration and Clearing Company for relevant registration and clearing business, amending the articles of association, handling the registration of changes in the company’s registered capital, etc;
(7) Authorize the board of directors to handle the matters related to the change and termination of the restricted stock incentive plan according to the provisions of the company’s restricted stock incentive plan, including but not limited to canceling the ownership qualification of the incentive object, canceling the cancellation of the restricted stock that has not been owned by the incentive object, and terminating the company’s restricted stock incentive plan;
(8) Authorize the board of directors to manage and adjust the company’s restricted stock 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 restricted stock 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;
(9) Authorize the board of directors to implement other necessary matters required by the 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 restricted stock incentive plan.
3. The general meeting of shareholders is requested to authorize the board of directors to appoint financial advisers, receiving banks, accountants, lawyers and other intermediaries for the implementation of the restricted stock incentive plan.
4. The above authorization shall be valid from the date of approval by the general meeting of shareholders to the duration of relevant matters.
The above authorized matters, except for those clearly specified in laws, administrative regulations, rules of the CSRC, normative documents, this equity incentive plan or the articles of association that need to be adopted by the board of directors, other matters can be directly exercised by the chairman or an appropriate person authorized by him on behalf of the board of directors.
The board of directors discussed and voted on this issue
Voting results: 7 affirmative votes, accounting for 100% of the valid votes at the meeting, 0 negative votes and 0 abstention votes.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
(IV) the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company plans to hold the first extraordinary general meeting of shareholders in 2022 at 14:00 p.m. on January 26, 2022 in the conference room on the 11th floor, block B, Mingyang International Center, 46 xizongbu Hutong, Dongcheng District, Beijing by combining on-site voting and online voting.
The board of directors discussed and voted on this issue.
Voting results: 7 affirmative votes, accounting for 100% of the valid votes at the meeting, 0 negative votes and 0 abstention votes.
3、 Documents for future reference
1. Resolution of the 24th Meeting of the 4th board of directors signed by the attending directors
2. Independent opinions of independent directors on matters related to the 24th Meeting of the Fourth Board of directors
It is hereby announced.
Kunlun Tech Co.Ltd(300418) board of directors January 10, 2002
