Securities code: Zhejiang Zhengguang Industrial Co.Ltd(301092) securities abbreviation: Zhejiang Zhengguang Industrial Co.Ltd(301092) Announcement No.: 2022023 Zhejiang Zhengguang Industrial Co.Ltd(301092)
Announcement on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive
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.
Zhejiang Zhengguang Industrial Co.Ltd(301092) (hereinafter referred to as “the company”) held the 16th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors on April 21, 2022, deliberated and adopted the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 equity incentive plan. The relevant information is hereby announced as follows:
In order to specifically implement the company’s restricted stock incentive plan in 2022, the board of directors of the company submits to the general meeting of shareholders to authorize the board of directors to handle the following matters of the restricted stock incentive plan: (I) submit to the general meeting of shareholders to authorize the board of directors to be responsible for the specific implementation of the equity incentive plan:
1. Authorize the board of directors to determine the qualifications and conditions for the incentive objects to participate in the restricted stock incentive plan, determine the list of incentive objects and the number of awards, and determine the grant date of the restricted stock incentive plan;
2. Authorize the board of directors to adjust the number of restricted stock grants in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
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 the conversion of capital reserve into share capital, the 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 signing the restricted stock grant agreement with the incentive object;
5. Authorize the board of directors to cancel the qualification of the incentive object when the incentive object does not meet the granting conditions; 6. Authorize the board of directors to review and confirm the qualifications and conditions for the lifting of sales restriction / attribution 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 restricted shares granted to the incentive object can be released from the restriction / ownership;
8. Authorize the board of directors to handle all matters necessary for the lifting of the restriction / ownership of incentive target shares, including but not limited to applying to the stock exchange for the lifting of the restriction / ownership registration, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of Association of the company according to the ownership results, and handling the change registration of the company’s registered capital;
9. Authorize the board of directors to go through the procedural procedures such as the change and termination of the incentive plan according to the provisions of the company’s restricted stock incentive plan in 2022, including but not limited to canceling the qualification of the incentive object for lifting the restriction on sales / ownership, repurchasing and canceling the restricted shares of the incentive object that have not been lifted, and canceling the restricted shares of the incentive object that have not been vested, Handle the inheritance of restricted shares of deceased incentive objects whose sales restriction / ownership has not been lifted, and terminate the company’s restricted stock incentive plan; However, if laws, regulations or relevant regulatory authorities require such changes and termination to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such resolutions of the board of directors must be approved accordingly;
10. 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 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;
11. 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.
(II) 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 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 incentive plan.
(III) request the general meeting of shareholders to authorize the board of directors to appoint financial advisers, receiving banks, accountants, lawyers, securities companies and other intermediaries for the implementation of the incentive plan.
(IV) 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 equity 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 equity 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.
It is hereby announced.
Zhejiang Zhengguang Industrial Co.Ltd(301092) board of directors April 22, 2022
