Securities code: Beijing Beetech Inc(300667) securities abbreviation: Beijing Beetech Inc(300667) Announcement No.: 2022032
Announcement of resolutions of the 11th meeting of the third 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
1. Beijing Beetech Inc(300667) (hereinafter referred to as “the company”) the 11th meeting of the third board of directors
The meeting notice will be sent by email on May 18, 2022.
2. On May 23, 2022, the board of directors was held in conference room 6, Huizhong building, No. 1, Shangdi seventh street, Haidian District, Beijing by means of on-site and communication voting.
3. There were 9 directors who should attend the board meeting and 9 actually attended.
4. The board of directors was presided over by the chairman on behalf of Mr. Xiaoning, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. 5. The convening, convening and voting of the board of directors comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and are legal and effective.
2、 Deliberations of the board meeting
1. The proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary was reviewed and adopted
According to the company’s plan to issue shares in 2019 Convertible bonds and cash payment: the agreement on issuing shares, convertible bonds and paying cash to purchase assets between Beijing Beetech Inc(300667) and all shareholders of Beijing Zhuoli Hanguang Instrument Co., Ltd. (hereinafter referred to as “major asset restructuring in 2019”) for the project of acquiring 100% equity of Zhuoli Hanguang held by Ding Liangcheng and other 40 shareholders of Beijing Zhuoli Hanguang Instrument Co., Ltd. (hereinafter referred to as “Zhuoli Hanguang”) and raising supporting funds (hereinafter referred to as the “asset purchase agreement”) and its supplementary agreement, equity incentive arrangements for outstanding employees of Zhuo Li Hanguang and its subsidiaries have been set up in the major asset restructuring in 2019. After the performance commitment period expires, the listed company will provide equity incentive to Zhuo Li Hanguang’s in-service management team and core backbone employees on the premise of meeting relevant laws, regulations and regulatory rules, The total amount of management expenses recognized by the listed company for the implementation of the equity incentive is 30 million yuan.
This equity incentive is to complete the provisions of the asset purchase agreement and its supplementary agreement for the company’s major asset restructuring in 2019, and effectively motivate Zhuo lihanguang’s management team and core personnel. Therefore, on the premise of fully protecting the interests of shareholders, the company follows the principle of equal income and contribution, 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 incentives of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in December 2020), the self regulatory guide for GEM 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, The company has formulated the 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”) and its summary.
For details, please refer to the company’s disclosure on cninfo.com at the same time（ http://www.cn.info.com.cn. ）Relevant announcements on. The independent directors of the company have expressed their independent opinions on matters related to this proposal.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting: 9 in favor, 0 against and 0 abstention.
2. The proposal on the management measures for the implementation and assessment of the company’s 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 management measures for the implementation and assessment of the restricted stock incentive plan in 2022 are formulated in accordance with the provisions of relevant laws and regulations and the actual situation of the company.
For details, please refer to the company’s disclosure on cninfo.com at the same time（ http://www.cn.info.com.cn. ）Relevant announcements on. The independent directors of the company have expressed their independent opinions on matters related to this proposal.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3. The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022 was deliberated and adopted
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 matters related to the implementation of the restricted stock incentive plan in 2022 within the scope of relevant laws and regulations, including:
(1) The general meeting of shareholders of the company authorizes the board of directors to be responsible for the following matters for the specific implementation of the incentive plan:
1) Authorize the board of directors to determine the grant date of the incentive plan;
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 company’s incentive plan in accordance with the methods specified in the company’s incentive plan when the company’s capital reserve is converted into share capital, stock dividends are distributed, shares are subdivided or reduced, and shares are allotted;
3) Authorize the board of directors to adjust the granting price of restricted shares in accordance with the methods specified in the incentive plan when the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division or reduction of shares, the allotment of shares and the distribution of dividends;
4) 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 signing the restricted stock grant agreement with the incentive object; 5) Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be attributed, and review and confirm the attribution qualification and attribution conditions of the incentive object;
6) Authorize the board of directors to handle all matters necessary for the ownership 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, handling the registration of changes in the company’s registered capital, etc;
7) Authorize the board of directors to handle the change, termination and other related matters of the 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 and canceling the cancellation of the restricted stock that has not been owned by the incentive object;
8) Authorize the board of directors to manage and adjust the incentive plan, and formulate or modify the management and implementation provisions of the incentive plan from time to time on the premise of being consistent with the provisions 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;
9) Authorize the board of directors to implement other necessary matters required by the incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents.
(2) The general meeting of shareholders of the company authorizes the board of directors to go through the formalities of examination and approval, registration, filing, approval and consent to the incentive plan with relevant governments and institutions; 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) The general meeting of shareholders of the company authorizes the board of directors to appoint financial consultants, receiving banks, accountants, lawyers, securities companies and other intermediaries for the implementation of the incentive plan.
(4) The general meeting of shareholders of the company agrees that the period of authorization to the board of directors is consistent with the validity of the incentive plan. The above authorized matters, 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, 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 still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting: 9 in favor, 0 against and 0 abstention.
4. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was considered and adopted. The company will hold the first extraordinary general meeting of shareholders in 2022 at 14:00 p.m. on June 8, 2022. For details, please refer to the company’s disclosure on cninfo.com at the same time（ http://www.cn.info.com.cn. ）Relevant announcements on.
Voting: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
Resolution of the 11th meeting of Beijing Beetech Inc(300667) the third board of directors
Beijing Beetech Inc(300667) board of directors may 23, 2022
