Announcement of resolutions of the 10th 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、 Meetings of the board of directors
Gettopacoustic Co.Ltd(002655) (hereinafter referred to as “the company”) the 10th meeting of the 5th board of directors (hereinafter referred to as “the meeting”) was held on the afternoon of May 19, 2022 by combining on-site (the company’s conference room) and network. The meeting was notified to all directors of the company by personal delivery and electronic mail on May 16, 2022. The meeting was presided over by Mr. Liang long, chairman of the board, and attended by supervisors and senior managers of the company. The convening and convening of the meeting shall comply with the relevant provisions of the company law, the securities law and the articles of association.
2、 Deliberations of the board meeting
After careful deliberation, the directors present at the meeting voted and adopted the following proposals:
1、 Proposal on the appointment of senior managers of the company
According to the nomination of Mr. Fu Aishan, the general manager, the board of directors appointed Mr. Zhang Changshan, Mr. Wan Jingming, Mr. Yang Zhiyong and Mr. Li Guangqiang as the deputy general managers of the company. The term of office is the same as that of the current board of directors (see Annex for resume).
Voting results: 9 in favor, 0 against and 0 abstention.
2、 Proposal on 2022 stock option and restricted stock incentive plan (Draft) and its abstract
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain the company’s directors, senior managers, middle managers and core technical (business) personnel, fully mobilize their enthusiasm and creativity, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, effectively combine the interests of shareholders, the company and 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, the company formulates the Gettopacoustic Co.Ltd(002655) 2022 stock option and restricted stock incentive plan (Draft) and its summary in accordance with the company law, securities law, measures for the administration of equity incentive of listed companies and other relevant laws, administrative regulations, departmental rules and normative documents.
The independent directors of the company have expressed their independent opinions on the proposal on the 2022 stock option and restricted stock incentive plan (Draft) and its summary. For details, please refer to the company’s announcement on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Independent opinions of Gettopacoustic Co.Ltd(002655) independent directors on matters related to the 10th meeting of the 5th board of directors.
For details of the draft, the company posted it on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Stock option and restricted stock incentive plan (Draft) in Gettopacoustic Co.Ltd(002655) 2022.
For details, the company posted the summary on cninfo.com on the same day（ http://www.cn.info.com.cn. ）, summary of stock option and restricted stock incentive plan (Draft) in Gettopacoustic Co.Ltd(002655) 2022 of securities times, China Securities News, Shanghai Securities News and Securities Daily.
Voting results: 5 in favor, 0 against and 0 abstention.
The directors Liang long, Fu Aishan, Zhang Changshan and WAN Jingming intend to be the incentive objects and avoid voting on this proposal in accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and shall be approved by more than two-thirds of the voting rights held by the non affiliated shareholders attending the meeting.
3、 Proposal on the management measures for the implementation and assessment of stock option and restricted stock incentive plan in 2022
In order to ensure the smooth implementation of the equity incentive plan, the company, in accordance with the company law, the securities law, the measures for the administration of equity incentive of listed companies and other relevant laws, administrative regulations, rules and normative documents, as well as the provisions of the articles of association and the Gettopacoustic Co.Ltd(002655) 2022 stock option and restricted stock incentive plan (Draft), and in combination with the actual situation of the company, The company formulated the management measures for the implementation and assessment of stock option and restricted stock incentive plan in 2022.
For details, please refer to the company’s posting on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Administrative measures for the assessment of the implementation of stock option and restricted stock incentive plan in Gettopacoustic Co.Ltd(002655) 2022.
Voting results: 5 in favor, 0 against and 0 abstention.
The directors Liang long, Fu Aishan, Zhang Changshan and WAN Jingming intend to be the incentive objects and avoid voting on this proposal in accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and shall be approved by more than two-thirds of the voting rights held by the non affiliated shareholders attending the meeting.
4、 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2022 stock option and restricted stock incentive plan
In order to ensure the smooth implementation of the company’s stock option and 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 equity incentive plan:
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 confirm the qualifications and conditions of the incentive object to participate in the stock option and restricted stock incentive plan, and determine the authorization date of stock option and the grant date of restricted stock incentive plan;
(2) Authorize the board of directors to make corresponding adjustments to the number of stock options, the number of restricted shares and the number of underlying shares involved in accordance with the methods specified in the equity 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, and share allotment;
(3) Authorize the board of directors to adjust the exercise price of stock options, the grant price of restricted shares and the repurchase price according to the methods specified in the equity 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, share allotment and dividend distribution;
(4) Authorize the board of directors to grant stock options and restricted stocks to the incentive objects when they meet the conditions, and handle all matters necessary for the grant of stock options and restricted stocks;
(5) Authorize the board of directors to review and confirm the exercise or lifting of the restricted sales qualification, exercise or lifting of the restricted sales conditions of the incentive object, 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 incentive object can exercise its rights or lift the sales restriction;
(7) Authorize the board of directors to handle all matters necessary for the exercise of rights or the lifting of restrictions on sales of incentive objects, including but not limited to applying to Shenzhen stock exchange for exercise of rights or the lifting of restrictions on sales, and applying to China Securities Depository and Clearing Corporation for relevant registration and settlement business;
(8) Authorize the board of directors to handle the locking of stock options that have not been exercised and the restriction on the sale of restricted shares that have not been lifted;
(9) Authorize the board of directors to determine the incentive object, grant quantity, grant price / exercise price and grant / authorization date of the company’s reserved stock option and restricted stock incentive plan; (10) Authorize the board of directors to sign, execute, modify and terminate any agreement related to the equity incentive plan and other relevant agreements;
(11) Authorize the board of directors to handle the change and termination of this equity incentive plan in accordance with the provisions of the company’s stock option and restricted stock incentive plan in 2022, including but not limited to canceling the exercise or lifting the restriction qualification of the incentive object, canceling the stock option of the incentive object that has not been exercised, and canceling the repurchase of the restricted stock of the incentive object that has not been lifted, The death of the restricted stock or the death of the restricted stock that has not been handled;
(12) Authorize the board of directors to manage and adjust the equity incentive plan of the company, 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 equity 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;
(13) Authorize the board of directors to implement other necessary matters required by the equity incentive plan, except 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, implement, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals; And do all acts that it deems necessary, appropriate or appropriate in connection with this equity incentive plan.
3. To 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;
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 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.
Voting results: 5 in favor, 0 against and 0 abstention.
The directors Liang long, Fu Aishan, Zhang Changshan and WAN Jingming intend to be the incentive objects and avoid voting on this proposal in accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and shall be approved by more than two-thirds of the voting rights held by the non affiliated shareholders attending the meeting.
5、 Proposal on convening the first extraordinary general meeting of shareholders in 2022
The board of directors of the company will hold the first general meeting of shareholders in 2022 at 14:00 p.m. on Monday, June 6, 2022 to consider the above proposals to be considered by the general meeting of shareholders.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Gettopacoustic Co.Ltd(002655) the resolution of the 10th meeting of the 5th board of directors
2. Gettopacoustic Co.Ltd(002655) independent directors’ independent opinions on matters related to the 10th meeting of the 5th board of directors
It is hereby announced.
Gettopacoustic Co.Ltd(002655) board of directors may 19, 2002 resume:
Zhang Changshan, male, born in 1971, Chinese nationality, without permanent residency abroad; Master of business administration, University of international business and economics; More than 25 years of financial management experience; From 1996 to 2013, he joined Haier Group and served as finance minister and chief financial officer; From 2014 to 2021, he joined Linuo group and served as vice president of the group and chairman of the secondary group; He is the fifth director of Shandong International Tax Research Association and the outstanding entrepreneur of “Licheng leading goose” in Licheng, Jinan in 2019. Now he is the deputy general manager of the company.
As of the disclosure date of this announcement, Mr. Zhang Changshan has no part-time job in other companies except Shandong Linuo Technical Glass Co.Ltd(301188) as a supervisor; Nor has he worked in more than 5% of the company’s shareholders, actual controllers and other units; In the past five years, he has not served as a director or senior manager of any other institution.
Mr. Zhang Changshan does not directly hold the company’s shares and has no relationship with shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the company’s shares; Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange; No case has been filed for investigation by judicial organs for suspected crimes or by CSRC for suspected violations of laws and regulations; There is no publicity by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market, and it has not been included in the list of dishonest Executees by the people’s court; There is no case that the Shenzhen Stock Exchange self regulatory guidelines No. 1 – standardized operation of listed companies on the main board shall not nominate senior managers.
Wan Jingming, male, born in 1978, majored in material science and engineering, China University of Geosciences; Eighteen years of experience in electronics and electroacoustic industry; He once worked in Ruisheng technology as the process director of MIC, joined Gettopacoustic Co.Ltd(002655) , and is now the person in charge of MIC Bu of the company, responsible for the R & D and production of MIC products.
As of the disclosure date of this announcement, Mr. Wan Jingming has not worked part-time in other companies; Nor has he worked in more than 5% of the company’s shareholders, actual controllers and other units; In the past five years, he has not served as a director, supervisor or senior manager of any other institution.
Mr. Wan Jingming does not directly hold the company’s shares and has no relationship with shareholders, actual controllers, other directors, supervisors and senior managers who hold more than 5% of the company’s shares; Not punished by the CSRC and other relevant departments; No case has been filed for investigation by judicial organs for suspected crimes or by CSRC for suspected violations of laws and regulations; There is no publicity by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market, and it has not been included in the list of dishonest Executees by the people’s court; There is no case that the Shenzhen Stock Exchange self regulatory guidelines No. 1 – standardized operation of listed companies on the main board shall not nominate senior managers.
Yang Zhiyong, male, born in 1973, graduated from Southwest University of Finance and economics, majoring in business enterprise management. He has more than 20 years of manufacturing and management experience in the consumer electronics industry. He has worked in Foxconn Technology Group and Guangbao Mobile Communication Technology Co., Ltd. for a long time as the main manager of production technology, engineering manufacturing manager and operation director of the company; Now he is the head of Gettopacoustic Co.Ltd(002655) automotive audio bu (AA BU), mainly responsible for the business of vehicle voice module, smart speaker module, smart home module, TWS headset module and so on.
As of the disclosure date of this announcement, Yang
