Securities code: Zhuhai Bojay Electronics Co.Ltd(002975) securities abbreviation: Zhuhai Bojay Electronics Co.Ltd(002975) Announcement No.: 2022028 bond Code: 127051 bond abbreviation: Bojie convertible bond
Zhuhai Bojay Electronics Co.Ltd(002975)
Announcement of resolutions of the 8th meeting of the second 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、 Meetings of the board of directors
Zhuhai Bojay Electronics Co.Ltd(002975) (hereinafter referred to as “the company”) the eighth meeting of the second board of directors was notified by e-mail on April 25, 2022. The meeting was held in the meeting room of the board office on the first floor of the company’s No. 1 plant on April 29, 2022 by on-site combined with communication voting. The meeting was presided over by Mr. Wang Zhaochun, chairman of the company. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting. Among them, Mr. Song Xiaoning and Mr. Yang Yongxing attended the meeting by means of communication, 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 relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
The following proposals were considered and adopted at this meeting:
(I) deliberated and passed the proposal on the first lifting of the restricted stock incentive plan in 2021, the failure of the lifting of the restricted stock conditions and the repurchase and cancellation of some restricted stocks;
As the performance assessment objectives at the company level fail to meet the conditions for lifting the restrictions during the first lifting period of the restricted stock incentive plan in 2021, and two incentive objects leave, the company plans to repurchase and cancel 309340 restricted shares granted but not lifted.
The independent directors of the company expressed their independent opinions on the matter, and Beijing Deheng (Shenzhen) law firm issued a legal opinion on the matter.
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) on the same day Announcement on the unfulfilled conditions for the lifting of restrictions in the first lifting period of the restricted stock incentive plan in 2021 and the repurchase and cancellation of some restricted shares (Announcement No.: 2022030) disclosed on the.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders for deliberation.
(II) the proposal on changing the registered capital and amending the articles of association was deliberated and adopted.
Due to the fact that the restricted shares of the company have not been cancelled in the first performance appraisal period of 2021 due to the fact that the restricted shares of 932 employees who have not reached the incentive target of the company’s buyback plan have not been cancelled in the first performance appraisal period. After the cancellation of this repurchase, the total share capital of the company was adjusted from 139688000 shares to 139378660 shares, and the registered capital was adjusted from 139688000 yuan to 139378660 yuan. At the same time, the company revised the relevant provisions of the articles of association and authorized the relevant personnel of the company to go through the industrial and commercial change registration procedures.
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) on the same day The announcement on changing the registered capital and amending the articles of Association (Announcement No.: 2022031) and the articles of Association disclosed on the. Voting results: 7 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders for deliberation.
3、 Documents for future reference
1. Resolution of the 8th meeting of Zhuhai Bojay Electronics Co.Ltd(002975) the second board of directors;
2. Independent opinions of independent directors on matters related to the eighth meeting of the second board of directors.
It is hereby announced.
Zhuhai Bojay Electronics Co.Ltd(002975) board of directors April 29, 2022
