Securities code: Wuhan Jingce Electronic Group Co.Ltd(300567) securities abbreviation: Wuhan Jingce Electronic Group Co.Ltd(300567) Announcement No.: 2022110 Wuhan Jingce Electronic Group Co.Ltd(300567)
Announcement of resolutions of the 7th 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, misleading statements or major omissions.
1、 Meetings of the board of directors
Wuhan Jingce Electronic Group Co.Ltd(300567) (hereinafter referred to as "the company") the seventh meeting of the Fourth Board of directors was convened by Mr. Peng Qian, chairman of the company. The notice of the meeting was sent by e-mail on May 20, 2022. The meeting was held at 10:00 on May 23, 2022 in the conference room of the company, No. 22, liufangyuan South Road, East Lake New Technology Development Zone, Wuhan.
There were 9 directors who should attend the meeting, and 9 actually attended the meeting (including 3 by means of communication voting). The directors Mr. Chen Kai, Mr. Ma Jun and Mr. Sheng sun attended the meeting by means of communication voting. The meeting was presided over by Mr. Peng Qian, chairman of the company, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the company law of the people's Republic of China (hereinafter referred to as the "company law") and other relevant laws and regulations and the Wuhan Jingce Electronic Group Co.Ltd(300567) articles of Association (hereinafter referred to as the "articles of association"), and the meeting is legal and effective.
2、 Deliberations of the board meeting
After careful consideration by the directors attending the meeting, the following resolutions are adopted:
(I) the meeting deliberated and adopted the proposal on Wuhan Jingce Electronic Group Co.Ltd(300567) 2022 restricted stock incentive plan (Draft) and its summary by 7 affirmative votes, 0 negative votes, 0 abstention votes and 2 avoidance votes (related parties Liu ronghua and Sheng sun (Sun Sheng) avoided voting);
Based on the firm confidence in the company's value judgment and development prospects, in order to establish a perfect long-term incentive and restraint mechanism, fully mobilize the enthusiasm of the company's employees and promote the sustainable, stable and healthy development of the company, the company has formulated the Wuhan Jingce Electronic Group Co.Ltd(300567) 2022 restricted stock incentive plan (draft) and its abstract. For details, see the company's annual restricted stock incentive plan (Draft) and its summary on cninfo.com on May 24, 2022.
Independent directors expressed independent opinions. For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
This proposal needs to be submitted to the fifth extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(II) the meeting deliberated and adopted the proposal on the measures for the administration of the implementation of Wuhan Jingce Electronic Group Co.Ltd(300567) 2022 restricted stock incentive plan by 7 affirmative votes, 0 negative votes, 0 abstention votes and 2 abstention votes (the related parties Liu ronghua and Sheng sun (Sun Sheng) abstained from voting);
In order to ensure the smooth implementation of the equity incentive plan, in accordance with the company law, the securities law of the people's Republic of China, the administrative measures for equity incentive of listed companies and other laws, regulations and normative documents, as well as the articles of association and other relevant provisions, and in combination with the actual situation of the company, the administrative measures for the implementation and assessment of Wuhan Jingce Electronic Group Co.Ltd(300567) 2022 restricted stock incentive plan is hereby formulated.
For details, please refer to the company's website on May 24, 2022（ http://www.cn.info.com.cn. ）The administrative measures for the assessment of the implementation of the Wuhan Jingce Electronic Group Co.Ltd(300567) 2022 restricted stock incentive plan disclosed.
Independent directors expressed independent opinions. For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
This proposal needs to be submitted to the fifth extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(III) the meeting deliberated and adopted the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022 by 7 affirmative votes, 0 negative votes, 0 abstention votes and 2 avoidance votes (the related persons Liu ronghua and Sheng sun (Sun Sheng) avoided voting);
In order to ensure the smooth implementation of the company's equity incentive plan in 2022, the board of directors of the company submits to 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 within the scope of relevant laws and regulations: 1. Submit to the general meeting of shareholders to authorize the board of directors to be responsible for the specific implementation of the restricted stock incentive plan:
(1) Authorize the board of directors to determine the grant date of the company's 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 pay dividends to restricted shares 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 and dividend distribution
(4) Authorize the board of directors to distribute and adjust the shares of restricted shares among incentive objects due to employees' resignation or abandonment of subscription 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 signing the restricted stock grant agreement with the incentive object;
(6) Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be vested, review and confirm the vesting qualification, vesting conditions and vesting quantity of the incentive object, and agree that the board of directors will authorize the remuneration and assessment committee of the board of directors to exercise this right;
(7) Authorize the board of directors to handle all matters necessary for the ownership of incentive objects, including but not limited to submitting an application for ownership to the stock exchange, 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 relevant matters involved in the change and termination of the restricted stock incentive plan according to the provisions of the company's restricted stock incentive plan, including but not limited to canceling the ownership qualification of the incentive object, invalidating the restricted stock that has not been owned by the incentive object, and terminating the company's restricted stock incentive plan;
(9) 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 restricted stock 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 restricted stock 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 restricted stock incentive plan.
3. The general meeting of shareholders is requested to authorize the board of directors to appoint intermediary institutions such as receiving banks, accounting firms, law firms and securities companies for the implementation of the restricted stock 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 stock 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.
This proposal needs to be submitted to the fifth extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(IV) the meeting deliberated and adopted the proposal on the proposed participation in some equity transfer projects of Wuhan Huagong Venture Capital Co., Ltd. by public delisting by 8 votes in favor, 0 votes against and 1 abstention;
It is agreed that the company and Wuhan Dr Laser Technology Corp.Ltd(300776) (hereinafter referred to as " Wuhan Dr Laser Technology Corp.Ltd(300776) ") form a consortium to jointly acquire the 242240% equity transfer project (hereinafter referred to as "the project") of Wuhan Huagong Venture Capital Co., Ltd. (hereinafter referred to as "Huagong venture capital"), in which the company plans to acquire 204465% equity of Huagong venture capital and Wuhan Dr Laser Technology Corp.Ltd(300776) plans to acquire 3.7775% equity of Huagong venture capital. The company intends to form a consortium with Wuhan Dr Laser Technology Corp.Ltd(300776) to participate in the project at an appropriate price (including transaction service fee) within the scope of authorization of the board of directors according to the information publicized by Wuhan Optics Valley United equity exchange.
Director Chen Kai abstained from voting on this proposal. The main reason for abstaining is that he has no objection to the safety and compliance of the above acquisition. For the consideration of the principle of prudence, there is some uncertainty whether he can better achieve the company's long-term acquisition purpose in the future.
For details, please refer to the company's website on May 24, 2022（ http://www.cn.info.com.cn. ）The announcement of Wuhan Jingce Electronic Group Co.Ltd(300567) on planning to participate in some equity transfer projects of Wuhan Huagong Venture Capital Co., Ltd. by public delisting was disclosed.
(V) the meeting deliberated and adopted the proposal on convening the fifth extraordinary general meeting of shareholders in 2022 by 9 votes in favor, 0 against and 0 abstention;
At 15:00 on June 9, 2022, the company will hold the fifth extraordinary general meeting of shareholders in 2022 by combining on-site voting and online voting in the conference room of the company at No. 22, liufangyuan South Road, East Lake New Technology Development Zone, Wuhan. For details, please refer to the company's website on May 24, 2022（ http://www.cn.info.com.cn. ）The notice of Wuhan Jingce Electronic Group Co.Ltd(300567) on convening the fifth extraordinary general meeting of shareholders in 2022 disclosed.
3、 Documents for future reference
1. Resolution of the 7th Meeting of Wuhan Jingce Electronic Group Co.Ltd(300567) the 4th board of directors;
2. Independent opinions of Wuhan Jingce Electronic Group Co.Ltd(300567) independent directors on matters related to the seventh meeting of the Fourth Board of directors.
It is hereby announced.
Wuhan Jingce Electronic Group Co.Ltd(300567) board of directors may 23, 2022
