Securities code: 300143 securities abbreviation: Inkon Life Technology Co.Ltd(300143) Announcement No.: 2022-005 Inkon Life Technology Co.Ltd(300143)
Announcement on resolutions of the 19th (Interim) meeting of the 5th 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
Inkon Life Technology Co.Ltd(300143) (hereinafter referred to as "the company") sent the notice of convening the 19th (Interim) meeting of the Fifth Board of directors to all directors by telephone and e-mail on January 10, 2022. The meeting was held on January 11, 2022 in the board meeting room on the 19th floor of Yingkang life building, No. 1 Haier Road, Laoshan District, Qingdao, Shandong Province. Seven directors should be present at the meeting, but there are actually seven. Directors Tan Lixia and Peng Wen attended the meeting and voted on the spot. Directors pan mianshun, Shen Xudong, independent director Lu Jun, independent director Liu xiaolun and independent director Tang Gongyuan attended the meeting and voted by means of communication. The meeting was presided over by the chairman, Ms. Tan Lixia, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates.
The notice, convening, convening and voting procedures of this meeting comply with the company law of the people's Republic of China, the articles of association and relevant laws and regulations.
2、 Deliberations of the board meeting
(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 improve the company's long-term incentive mechanism, attract and retain talents, fully mobilize the enthusiasm of the company's core team, 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, on the premise of fully protecting the interests of shareholders, according to the principle of matching income and contribution, In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of equity incentive of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem and other relevant laws, administrative regulations, normative documents and the articles of association, the company has formulated the 2022 restricted stock incentive plan (Draft) and its summary.
Independent directors have expressed their independent opinions on this proposal.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）The disclosed restricted stock incentive plan for 2022 (Draft) and its summary and the independent opinions of independent directors on matters related to the 19th (Interim) meeting of the Fifth Board of directors.
Directors Peng Wen and Shen Xudong are the incentive objects of this restricted stock incentive plan, are affiliated directors, and have avoided voting.
Voting results: 5 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022
In order to further improve the corporate governance structure, establish and improve the company's incentive and restraint mechanism, ensure the smooth implementation of the company's equity incentive plan, give full play to the role of equity incentive to the greatest extent, and then ensure the realization of the company's development strategy and business objectives, In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of equity incentive of listed companies, the Listing Rules of Shenzhen Stock Exchange gem and other relevant laws, regulations and normative documents, as well as the provisions of the articles of Association, and in combination with the actual situation of the company, The management measures for the implementation and assessment of restricted stock incentive plan in 2022 are hereby formulated.
Independent directors have expressed their independent opinions on this proposal.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）The disclosed management measures for the implementation and assessment of the restricted stock incentive plan in 2022 and the independent opinions of independent directors on relevant matters of the 19th (Interim) meeting of the Fifth Board of directors.
Directors Peng Wen and Shen Xudong are the incentive objects of this restricted stock incentive plan, are affiliated directors, and have avoided voting.
Voting results: 5 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(III) deliberated and passed the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive of the company
In order to ensure the smooth implementation of the company's restricted stock incentive plan in 2022, 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 in 2022:
(1) Authorize the board of directors to determine the authorization date of the 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 grant price 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 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 review and confirm the attribution qualification, attribution conditions and attribution quantity of incentive objects, 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 decide whether the restricted shares granted to the incentive object can be vested;
(7) 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 registration to the stock exchange, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association, handling the registration of changes in the company's registered capital, etc;
(8) 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 the cancellation of the ownership qualification of the incentive object, the cancellation of the restricted stock of the incentive object that has not been vested, and the inheritance of the restricted stock of the deceased (dead) incentive object that has not been vested, Terminate the company's restricted stock incentive plan;
(9) Authorize the board of directors to manage and adjust the incentive plan, and formulate or modify the management and implementation provisions of the incentive 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;
(10) Authorize the board of directors to implement other necessary matters required by the incentive plan, except the rights to be exercised by the general meeting of shareholders specified in relevant documents;
(11) Submit to the general meeting of shareholders of the company to authorize the board of directors to go through the formalities of approval, registration, filing, approval and consent with relevant governments and institutions on the restricted stock 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;
(12) To request the general meeting of shareholders to authorize the board of directors to appoint intermediary institutions such as receiving banks, financial consultants, accountants, lawyers and securities companies for the implementation of the incentive plan;
(13) 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 incentive plan.
Except for the matters that need to be adopted by 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.
Directors Peng Wen and Shen Xudong are the incentive objects of this restricted stock incentive plan, are affiliated directors, and have avoided voting.
Voting results: 5 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) deliberated and passed the proposal on by election of members of the nomination committee of the Fifth Board of directors of the company
Whereas Mr. Ni Xiaowei resigned as a director and vice chairman of the company and a member of the Nomination Committee on January 10, 2022, in order to ensure the standardized operation of the nomination committee of the board of directors, in accordance with relevant laws and regulations and the articles of association, the board of directors of the company agreed to elect Mr. Peng Wen as a member of the nomination committee of the Fifth Board of directors, Mr. Peng Wen, Mr. Tang Gongyuan and Mr. Lu Jun will jointly form a nomination committee. The term of office starts from the date of deliberation and approval of this board of directors to the date of expiration of the Fifth Board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
(V) deliberated and passed the proposal on Amending the articles of association
In accordance with the latest requirements of the securities law of the people's Republic of China, the company law of the people's Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, the guidelines for the articles of association of listed companies (revised in 2022), and other relevant provisions, In combination with the actual situation and the needs of business development, the company revised the terms such as the seats on the board of directors in the articles of association. Independent directors have expressed their independent opinions on this proposal.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Disclosed Inkon Life Technology Co.Ltd(300143) articles of association, comparison table for amendment of articles of association and independent opinions of independent directors on matters related to the 19th (Interim) meeting of the Fifth Board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VI) deliberated and adopted the proposal on Amending the rules of procedure of the general meeting of shareholders
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Rules of procedure for disclosure of general meetings of shareholders.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VII) deliberated and adopted the proposal on Amending the rules of procedure of the board of directors
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Disclosed rules of procedure of the board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VIII) the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company decided to hold the first extraordinary general meeting of shareholders in 2022 on Thursday, January 27, 2022 in the board room on the 19th floor of Yingkang Shengsheng building, No. 1 Haier Road, Laoshan District, Qingdao, Shandong Province.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Notice on convening the first extraordinary general meeting of shareholders in 2022 disclosed.
Voting results: 7 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolutions of the 19th (Interim) meeting of the 5th board of directors;
2. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Inkon Life Technology Co.Ltd(300143) board of directors January 12, 2002
