Securities code: Shenzhen Longtech Smart Control Co.Ltd(300916) securities abbreviation: Shenzhen Longtech Smart Control Co.Ltd(300916) Announcement No.: 2022019 Shenzhen Longtech Smart Control Co.Ltd(300916)
Announcement on the resolutions of the 19th 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
Shenzhen Longtech Smart Control Co.Ltd(300916) (hereinafter referred to as "the company") the 19th meeting of the second board of directors was held on May 18, 2022 in the form of on-site communication. The meeting notice was sent by email or telephone on May 11, 2022. The meeting was presided over by Mr. Ouyang Zhengliang, chairman of the company. There were 5 directors who should be present and 5 actual directors (including independent director Tang Huiling who attended by means of communication). The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening procedures of the meeting comply with the provisions of the company law of the people's Republic of China and other relevant laws, regulations, rules and other normative documents and the articles of association, and the resolutions formed are legal and effective.
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 establish and improve the company's long-term incentive mechanism, attract and retain excellent 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, in accordance with the principle of equal income and contribution, in accordance with the company law of the people's Republic of China, the measures for the administration of equity incentive of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange (Revised in December 2020) and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association, The remuneration and assessment committee of the board of directors of the company formulates the company's restricted stock incentive plan for 2022 (Draft) and implements the restricted stock incentive plan.
The Shenzhen Longtech Smart Control Co.Ltd(300916) 2022 restricted stock incentive plan (Draft) and its abstract, as well as the opinions of the independent directors and the board of supervisors, are detailed on cninfo.com（ http://www.cn.info.co m.c n）。 Voting results: 2 in favor, 0 against and 0 abstention. Directors of the company Ouyang Zhengliang, Li Yanhui and LAN Meihua participated in the equity incentive plan and avoided voting on the proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and must be approved by more than two-thirds of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
(II) the proposal on the company's assessment management measures for the implementation of the restricted stock incentive plan in 2022 was deliberated and adopted
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, the company hereby formulates the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022 in accordance with relevant laws and regulations and the relevant provisions of the company's restricted stock incentive plan in 2022 (Draft) and in combination with the actual situation of the company.
See http://www.cninfo.com.cn for the specific contents of the measures for the administration of the assessment of the implementation of the incentive plan for restricted stocks in Shenzhen Longtech Smart Control Co.Ltd(300916) 2022 and the opinions of the independent directors and the board of supervisors（ http://www.cn.info.com.cn. ）。
Voting results: 2 in favor, 0 against and 0 abstention. Directors of the company Ouyang Zhengliang, Li Yanhui and LAN Meihua participated in the equity incentive plan and avoided voting on the proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and must be approved by more than two-thirds of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
(III) the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive was deliberated and adopted
The board of directors agrees that, in order to implement the company's restricted stock incentive plan in 2022, the general meeting of shareholders is requested to authorize the board of directors to handle the following matters related to the company's restricted stock incentive plan, including but not limited to:
1. Submit to the general meeting of shareholders of the company 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 restricted stock incentive plan;
(2) Authorize the board of directors to adjust the number of restricted shares granted / vested 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, 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 the 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 and handle all relevant matters when the incentive object meets the conditions, 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, conditions and quantity of incentive objects, and agree that the board of directors will authorize the remuneration and assessment committee 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 restricted shares of incentive objects, including but not limited to applying to the stock exchange for ownership, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association and handling the registration of changes in the company's registered capital;
(8) Authorize the board of directors to handle the matters related to the change and termination of the restricted stock incentive plan in accordance with the provisions of the company's restricted stock incentive plan in 2022, including but not limited to the cancellation of the ownership qualification of the incentive object, the invalidation of the restricted stock that has not been owned by the incentive object, and the inheritance of the restricted stock that has not been owned by the incentive object due to work death (death);
(9) 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 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 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, execute, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals, and do all acts that they think are necessary, appropriate or appropriate related to this incentive plan.
3. The general meeting of shareholders is requested 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.
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 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 restricted stock 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.
Voting results: 2 in favor, 0 against and 0 abstention. Directors of the company Ouyang Zhengliang, Li Yanhui and LAN Meihua participated in the equity incentive plan and avoided voting on the proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and must be approved by more than two-thirds of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
(IV) the proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted
After deliberation, the board of directors proposed to hold the second extraordinary general meeting of shareholders in 2022 in the company's conference room on June 8, 2022. The notice on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022021) is detailed on cninfo.com（ http://www.cn.info.com.cn. ）。
Voting results: 5 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolutions of the 19th meeting of the second board of directors; 2. Independent opinions of independent directors on matters related to the 19th meeting of the second board of directors; 3. Other documents required by Shenzhen Stock Exchange. It is hereby announced.
Shenzhen Longtech Smart Control Co.Ltd(300916) board of directors
May 18, 2022
