Securities code: 001207 securities abbreviation: Shandong Link Science And Technology Co.Ltd(001207) Announcement No.: 2022-001 Shandong Link Science And Technology Co.Ltd(001207)
Announcement of resolutions of the fifth meeting of the second board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Convening of board meeting
The fifth meeting of the second board of directors of Shandong Link Science And Technology Co.Ltd(001207) (hereinafter referred to as "the company") was held by on-site and communication voting on January 12, 2022. The notice of the meeting shall be notified to all directors by telephone and e-mail on January 10, 2022. 6 directors should attend the meeting, and 6 actually attended the meeting. The meeting was convened and presided over by Mr. Wu Xiaolin, chairman of the board of directors, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the provisions of the company law and the articles of association. The resolutions formed are legal and effective.
2、 Deliberations of the board meeting
(I) deliberated and adopted the proposal on and its summary
In order to further establish and improve the company's long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm and creativity of the company's directors, senior managers and core backbone 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, Ensure the realization of the company's development strategy and business objectives. On the premise of fully protecting the interests of shareholders and in accordance with the principle of equal income and contribution, the remuneration and assessment committee of the board of directors of the company shall, in accordance with the company law, the securities law, the measures for the administration of equity incentive of listed companies and other relevant laws, regulations, normative documents and the articles of association, Formulated the company's restricted stock incentive plan for 2022 (Draft) and its summary.
The independent directors of the company have expressed their independent opinions on the proposal. Mr. Chen Yougen, the director, is the incentive object of this incentive plan and has avoided voting on this proposal. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
See China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo.com for details（ http://www.cn.info.com.cn. ）The summary announcement of Shandong Link Science And Technology Co.Ltd(001207) 2022 restricted stock incentive plan (Draft) (Announcement No.: 2022-004) disclosed.
Voting results: 5 in favor, 0 against and 0 abstention.
(II) the proposal on the measures for the administration of the implementation and assessment of the restricted stock incentive plan in Shandong Link Science And Technology Co.Ltd(001207) 2022 was deliberated and adopted
In order to further improve the corporate governance structure of the company, establish and improve the company's long-term incentive and restraint mechanism, attract and retain excellent talents, fully mobilize the work enthusiasm of the company's directors, senior managers and other core backbone personnel, effectively combine the interests of shareholders, the company and the personal interests of managers, and jointly pay attention to the long-term development of the company, And work together for it; At the same time, in order to further promote the long-term behavior of decision makers and managers, promote the rapid and sustainable development of the company and maximize the value of the company and shareholders, 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 and other relevant laws, regulations, normative documents and the Shandong Link Science And Technology Co.Ltd(001207) articles of association, In combination with the actual situation of the company, the management measures for the implementation and assessment of Shandong Link Science And Technology Co.Ltd(001207) 2022 restricted stock incentive plan are hereby formulated.
The independent directors of the company have expressed their independent opinions on the proposal. Mr. Chen Yougen, the director, is the incentive object of this incentive plan and has avoided voting on this proposal. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
See China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo.com for details（ http://www.cn.info.com.cn. ）Administrative measures for the implementation and assessment of Shandong Link Science And Technology Co.Ltd(001207) 2022 restricted stock incentive plan disclosed.
Voting results: 5 in favor, 0 against and 0 abstention.
(III) deliberated and adopted the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the equity incentive plan
In order to efficiently and orderly complete the relevant matters of the company's 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 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 qualifications and conditions of the incentive object to participate in the restricted stock incentive plan and determine the grant date of the restricted stock;
(2) Authorize the board of directors to make corresponding adjustments to the number of restricted shares and the number of underlying shares involved according to the methods specified in the 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 according to the methods specified in the incentive plan when the company has matters such as capital reserve converted into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
(4) Authorize the board of directors to adjust the shares of restricted shares abandoned by employees to the reserved part or distribute and adjust among incentive objects before the grant of restricted shares;
(5) 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 submitting an application for grant to the stock exchange and applying to China Securities Depository and Clearing Corporation for relevant registration and settlement business;
(6) Authorize the board of directors to review and confirm the incentive object's qualification for lifting the sales restriction and the conditions for lifting the sales restriction, 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 incentive object can lift the sales restriction;
(8) Authorize the board of directors to handle all matters necessary for the incentive object to lift the sales restriction, including but not limited to applying to the stock exchange for lifting the sales restriction, applying to China Securities Depository and Clearing Corporation for handling relevant registration and settlement business, amending the articles of association, handling the registration of changes in the company's registered capital, etc;
(9) Authorize the board of directors to handle the lifting of restrictions on the sale of restricted shares that have not been lifted;
(10) Authorize the board of directors to determine the incentive object, grant quantity, grant price, grant date and other matters of the reserved restricted shares in the incentive plan;
(11) Authorize the board of directors to decide on the change and termination of the incentive plan, including but not limited to canceling the incentive object's qualification for lifting the restriction on sales, repurchase and cancel the restricted shares of the incentive object that have not been lifted, handle the repurchase and cancellation of the restricted shares of the deceased incentive object that have not been lifted, and relevant compensation and inheritance matters, Terminate the company's restricted stock incentive plan;
(12) Authorize the board of directors to sign, execute, modify and terminate any agreement related to the equity incentive plan and other relevant agreements;
(13) Authorize the board of directors to manage and adjust the company's restricted stock incentive 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;
(14) Authorize the board of directors to implement other necessary matters required by the 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 approval, registration, filing, approval and consent with relevant governments and institutions; Sign, implement, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals; Amend the articles of association and handle the change registration of the company's registered capital (including capital increase, capital reduction, etc.); And do all acts it deems necessary, appropriate or appropriate in connection with this incentive plan.
3. To request the general meeting of shareholders to authorize the board of directors to appoint intermediary institutions such as receiving banks, accountants, lawyers and securities companies for the implementation of the incentive plan;
4. 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.
Mr. Chen Yougen, the director, is the incentive object of this incentive plan and has avoided voting on this proposal. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 5 in favor, 0 against and 0 abstention.
(IV) the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
It is agreed that the company will hold the first extraordinary general meeting of shareholders in 2022 in the company's conference room at 15:00 p.m. on January 28, 2022.
See China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo.com for details（ http://www.cn.info.com.cn. ）Notice of Shandong Shandong Link Science And Technology Co.Ltd(001207) Co., Ltd. on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-003)
Voting results: 6 in favor, 0 against and 0 abstention.
It is hereby announced.
Shandong Link Science And Technology Co.Ltd(001207) board of directors January 13, 2022
