Talkweb Information System Co.Ltd(002261)
Securities code: Talkweb Information System Co.Ltd(002261) securities abbreviation: Talkweb Information System Co.Ltd(002261) Announcement No.: 2022035 Talkweb Information System Co.Ltd(002261)
Announcement on the resolution of the second meeting of the eighth board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are liable for false records, misleading statements or major omissions in the announcement.
Talkweb Information System Co.Ltd(002261) (hereinafter referred to as "the company" or "the company") the second meeting of the eighth board of directors was notified by email on May 18, 2022 and held by on-site meeting and communication voting on May 22, 2022. The meeting has 9 voting directors and 9 actual voting directors. The meeting complies with the relevant provisions of the company law of the people's Republic of China and the articles of association. The meeting was presided over by Mr. Li Xinyu, chairman of the company. After careful deliberation and voting by the directors present, the following proposals were adopted:
1. The proposal on the company's 2022 stock option and restricted stock incentive plan (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 employees, and effectively combine the interests of shareholders, the company and the personal interests of the core team, it is agreed that the company shall, in accordance with the principle of reciprocity between income and contribution, The Talkweb Information System Co.Ltd(002261) 2022 stock option and restricted stock incentive plan (Draft) and its abstract are formulated 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, the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 - business handling and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association, It is proposed to grant stock options or restricted shares to the incentive object. The independent directors of the company have expressed their independent opinions on this matter.
This proposal needs to be submitted to the company's extraordinary general meeting for deliberation.
For details, please refer to Talkweb Information System Co.Ltd(002261) 2022 stock option and restricted stock incentive plan (Draft) published on cninfo.com on May 23, 2022 and its abstract.
Voting results: 8 in favor, 0 against and 0 abstention
Director Feng muchun is the incentive object of this incentive plan and is an affiliated director. He has avoided voting on this proposal.
Talkweb Information System Co.Ltd(002261)
2. The proposal on the management measures for the implementation and assessment of the company's stock option and restricted stock incentive plan in 2022 was reviewed and approved.
In order to ensure the smooth progress of the company's stock option and restricted stock incentive plan, further improve the corporate governance structure, form a good and balanced value distribution system, encourage the company's directors, senior managers, middle managers and core technology (business) backbone to work in good faith and diligence, ensure the steady improvement of the company's performance and the realization of the company's development strategy and business objectives, According to the measures for the administration of equity incentive of listed companies and relevant laws and regulations, the company has formulated the measures for the administration of the assessment of the implementation of stock option and restricted stock incentive plan in Talkweb Information System Co.Ltd(002261) 2022.
This proposal needs to be submitted to the company's extraordinary general meeting for deliberation.
For details, please refer to the administrative measures for the assessment of the implementation of Talkweb Information System Co.Ltd(002261) 2022 stock option and restricted stock incentive plan published on cninfo.com on May 23, 2022.
Voting results: 8 in favor, 0 against and 0 abstention
Director Feng muchun is the incentive object of this incentive plan and is an affiliated director. He has avoided voting on this proposal. 3. The proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company's 2022 stock option and restricted stock incentive plan was deliberated and adopted.
In order to implement 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 stock option and 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 grant date of stock option and restricted stock incentive plan;
(2) Authorize the board of directors to adjust the number of stock options, the number of restricted stocks and the number of underlying stocks involved according to the methods specified in the stock option and restricted stock 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 of restricted shares in accordance with the methods specified in the stock option and restricted stock 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 shares to the incentive object when the incentive object meets the conditions, and handle all matters necessary for the grant of stock options and restricted shares, including signing contracts with the incentive object
Talkweb Information System Co.Ltd(002261)
Signing the award agreement;
(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 the stock exchange for the exercise of rights or the lifting of restrictions on sales, applying to the registration and Clearing Company for relevant registration and clearing business, amending the articles of association, handling the registration of changes in the registered capital of the company, etc;
(8) Authorize the board of directors to handle the waiting period of stock options that have not been exercised and the restrictions on the sale of restricted shares that have not been lifted;
(9) Authorize the board of directors to handle the change and termination of this 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, Handle the inheritance of stock options that have not been exercised by the deceased incentive object or restricted shares that have not been lifted;
(10) Authorize the board of directors to manage and adjust the stock option and restricted stock 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 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;
(11) Authorize the board of directors to distribute and adjust among the incentive objects according to the established methods and procedures on the premise that the total amount remains unchanged;
(12) Authorize the board of directors to implement other necessary matters required by the stock option and restricted stock 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 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 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 valid with this equity incentive plan
Talkweb Information System Co.Ltd(002261)
Same period.
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 company's extraordinary general meeting for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention
Director Feng muchun is the incentive object of this incentive plan and is an affiliated director. He has avoided voting on this proposal. 4. The proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted.
According to the company law of the people's Republic of China, relevant laws and regulations of the Listing Rules of Shenzhen Stock Exchange and the articles of association, the company plans to hold the second extraordinary general meeting of shareholders in 2022 on June 7, 2022.
Voting results: 9 in favor, 0 against and 0 abstention
It is hereby announced.
Talkweb Information System Co.Ltd(002261) board of directors may 23, 2022
