Stock Code: Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) stock abbreviation: Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) Announcement No.: 2022059 Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860)
Announcement of resolutions of the 18th meeting of the 4th 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
Contains, misleading statements or material omissions.
1、 Meetings of the board of directors
The 18th meeting of the 4th board of directors of Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) (hereinafter referred to as “the company” or ” Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) “) was notified in writing on May 17, 2022, and was held on May 20, 2022 in the combination of on-site and communication (Mr. Sun Huamin attended the meeting by means of communication). 7 directors should attend the meeting and 7 actually attended the meeting. The meeting was convened and presided over by the chairman, Mr. Lou Yuegen, and the Secretary of the board of directors, supervisors and senior executives of the company attended the meeting as nonvoting delegates.
The meeting was held in accordance with the requirements of the company law, the articles of association and relevant laws and administrative regulations, and the meeting was legal and effective.
2、 Deliberations of the board meeting
After deliberation by the directors present at the meeting, the following proposals were adopted by a show of hands:
(I) deliberated and passed the proposal on Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) 2022 restricted stock incentive plan (Draft) and its summary
Situation: 0 votes in favor, 6 votes against, abstention.
Mr. Lu Wencheng, a related director, avoided voting on this proposal because he participated in the restricted stock incentive plan.
In order to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain the company’s directors, senior managers and other core 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, To 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 Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) 2022 restricted stock incentive plan (Draft) and its abstract are formulated, and it is proposed to grant 6095826 restricted shares to incentive objects. Among them, 548582600 restricted shares were granted for the first time; 610000 restricted shares are reserved for grant.
For details of Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) 2022 restricted stock incentive plan (Draft) and its abstract, and the independent opinions of independent directors on this proposal, see http://www.cn.info.com.cn.
This proposal needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation and approval by more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
(II) deliberated and passed the proposal on the measures for the administration of the implementation and assessment of the incentive plan for restricted stocks in Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) 2022
Voting: 6 in favor, 0 against and 0 abstention.
Mr. Lu Wencheng, a related director, avoided voting on this proposal because he participated in the restricted stock incentive plan.
In order to ensure the smooth implementation of the company’s restricted stock incentive plan and the realization of the company’s development strategy and business objectives, according to the provisions of relevant laws and regulations such as the measures for the administration of equity incentive of listed companies, the stock listing rules of Shenzhen Stock Exchange (revised in January 2022) and the actual situation of the company, the measures for the administration of the assessment of the implementation of Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) 2022 restricted stock incentive plan is hereby formulated.
See http://www.cn.info.com.cn for details of the measures for the administration of the assessment of the implementation of the incentive plan for restricted stocks in Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) 2022 and the independent opinions of independent directors on this proposal.
This proposal needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation and approval by more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
(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
Voting: 6 in favor, 0 against and 0 abstention.
Mr. Lu Wencheng, a related director, avoided voting on this proposal because he participated in the restricted stock incentive plan.
In order to implement 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:
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 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 in the restricted stock incentive plan 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, 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 directly reduce or adjust the equity shares abandoned by the incentive objects to the reserved part or distribute them among the 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 Shenzhen Stock Exchange, applying to the registration and settlement company for handling relevant registration and settlement business, amending the articles of association, handling the registration of changes in the company’s registered capital, etc;
(6) Authorize the board of directors to review and confirm the incentive object’s qualification and 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 Shenzhen stock exchange for lifting the sales restriction, applying to the registration and settlement company for handling relevant registration and settlement business, amending the articles of association and handling the registration of changes in the company’s registered capital;
(9) Authorize the board of directors to handle the restricted stock sales that have not been lifted;
(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 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 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;
(12) 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, 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.
3. 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 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.
This proposal needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation and approval by more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
(IV) deliberation and approval of the proposal on Authorizing the chairman of the company to handle matters related to the company’s provision of guarantee for its holding subsidiaries: 7 votes in favor, 0 votes against and 0 abstention.
Huangshan fule New Energy Technology Co., Ltd. (hereinafter referred to as “fule new energy”), the holding subsidiary of the company, plans to apply for a comprehensive credit line of no more than 150 million yuan from Bank Of Ningbo Co.Ltd(002142) Hangzhou Fuyang sub branch and no more than 200 million yuan from China Merchants Bank Co.Ltd(600036) Hangzhou Fuyang sub branch due to the needs of business development. The business is guaranteed by the company with joint and several liability, and the guarantee period is one year from the date of financing events, The above matters have been deliberated and approved at the 17th meeting of the Fourth Board of directors and the 2021 annual general meeting of shareholders.
The board of directors of the company is hereby requested to authorize the chairman of the company to sign relevant legal documents on providing guarantee for fule new energy within the above approved guarantee amount.
(V) deliberated and passed the proposal on Amending the articles of Association
Voting: 7 in favor, 0 against and 0 abstention.
In view of the changes in the registered capital of the company, the company plans to amend the relevant contents of the articles of association. The board of directors of the company requests the general meeting of shareholders to authorize the board of directors or its authorized person to fully handle the relevant industrial and commercial registration matters. The revised contents of the articles of association shall be subject to the contents finally filed and registered by the market supervision and administration department.
For details, please refer to securities times and cninfo (www.cn. Info. Com. CN.) Announcement on Amending the articles of Association (Announcement No.: 2022061).
This proposal needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation and approval by more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
(VI) deliberated and passed the proposal on convening the first extraordinary general meeting of shareholders in 2022
Voting: 7 in favor, 0 against and 0 abstention.
The company plans to hold the first extraordinary general meeting of shareholders in 2022 on June 6, 2022. For details, see the company’s publication in the securities times and cninfo (www.cn. Info. Com. CN.) Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022062).
It is hereby announced.
Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) board of directors may 20, 2022
