Securities code: 300727 securities abbreviation: Ningbo Runhe High-Tech Materials Co.Ltd(300727) Announcement No.: 2022-001 Ningbo Runhe High-Tech Materials Co.Ltd(300727)
Announcement on resolutions of the 22nd Meeting of the second 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、 Convening of board meeting
The 22nd Meeting of the second board of directors of Ningbo Runhe High-Tech Materials Co.Ltd(300727) (hereinafter referred to as “the company”) was held in the company’s conference room on January 17, 2022 in the form of combination of on-site and communication. The notice of the meeting of the board of directors will be sent by hand, mail, fax, telephone and e-mail on January 16, 2022. There are 7 directors who should attend the meeting and 7 actually attended the meeting. The meeting of the board of directors was presided over by Mr. Ye Jianping, chairman of the board of directors, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The notice, 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 laws and regulations, as well as the Ningbo Runhe High-Tech Materials Co.Ltd(300727) articles of Association (hereinafter referred to as the “articles of association”).
2、 Deliberations of the board meeting
After deliberation by the directors attending the meeting, the following resolutions were adopted by voting:
(I) deliberated and adopted the proposal on the incentive plan for restricted stocks in 2022 (Draft) and its summary of Ningbo Runhe High-Tech Materials Co.Ltd(300727)
In order to further establish and improve the company’s incentive and restraint mechanism and the sharing mechanism between employees and owners, attract and retain excellent management talents and business backbone, and effectively combine the interests of shareholders, the interests of the company and the personal interests of directors, senior managers, core managers and core backbone personnel of the company and its subsidiaries, Promote all parties to pay common attention to the long-term development of the company and ensure the realization of the company’s development strategy and business objectives. In accordance with the company law, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”), the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020) and other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of association, The company has formulated the restricted stock incentive plan for Ningbo Runhe High-Tech Materials Co.Ltd(300727) 2022 (Draft) and its abstract, and plans to implement the restricted stock incentive plan to the incentive objects. The board of supervisors of the company has issued audit opinions on this; The independent directors have expressed their independent opinions with explicit consent. For details, see the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements on.
Voting results: 6 in favor, 0 against and 0 abstention. The motion was passed.
Liu Dingping, a related director, is the incentive object of this incentive plan and has avoided voting.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(II) deliberated and passed the proposal of Ningbo Runhe High-Tech Materials Co.Ltd(300727) on the management measures for the implementation and assessment of Ningbo Runhe High-Tech Materials Co.Ltd(300727) 2022 restricted stock incentive plan
In order to ensure the smooth implementation and standardized operation of the company’s restricted stock incentive plan in 2022, form a good and balanced value distribution system, encourage the directors, senior managers, core managers and core backbone personnel of the company and its subsidiaries to work diligently and responsibly, ensure the continuous and steady growth of the company’s performance, and ensure the realization of the company’s development strategy and business objectives. In accordance with the relevant provisions of the management measures and the articles of association, the management measures for the implementation and assessment of Ningbo Runhe High-Tech Materials Co.Ltd(300727) 2022 restricted stock incentive plan are hereby formulated. The board of supervisors of the company has issued audit opinions on this; The independent directors have expressed their independent opinions with explicit consent. For details, see the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements on.
Voting results: 6 in favor, 0 against and 0 abstention. The motion was passed.
Liu Dingping, a related director, is the incentive object of this incentive plan and has avoided voting.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(III) the proposal Ningbo Runhe High-Tech Materials Co.Ltd(300727) 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 the implementation of the restricted stock incentive plan, including but not limited to the following matters:
(1) The general meeting of shareholders of the company is requested 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 for the incentive objects to participate in the restricted stock incentive plan, determine the list of incentive objects and their grant quantity, and determine the grant date of the restricted stock incentive plan;
2) Authorize the board of directors to adjust the number of restricted shares granted / vested according to 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 adjust the granting price of restricted shares in accordance with the methods specified in the 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 grant restricted shares to the incentive object when the incentive object meets the grant conditions and handle all matters necessary for the grant, including but not limited to signing the restricted stock grant agreement with the incentive object;
5) Authorize the board of directors to cancel the qualification of the incentive object when the incentive object does not meet the granting conditions;
6) Authorize the board of directors to review and confirm the attribution qualification and attribution conditions of incentive objects, 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 decide whether the restricted shares granted to the incentive object can be vested;
8) Authorize the board of directors to handle all matters necessary for the ownership of incentive target shares, including but not limited to submitting an application for ownership registration to the exchange, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association according to the ownership results, and handling the registration of changes in the registered capital of the company;
9) Authorize the board of directors to decide on the change and termination of the restricted stock incentive plan, including but not limited to canceling the ownership qualification of the incentive object, and canceling the ownership and invalidation of the restricted stock granted to the incentive object but not yet vested;
10) 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 incentive plan. However, if laws, administrative regulations or relevant regulatory authorities require such modifications to be approved by the general meeting of shareholders or relevant regulatory authorities, such modifications by the board of directors must be approved accordingly;
11) 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 the 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 equity incentive plan.
(3) The general meeting of shareholders of the company is requested to authorize 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 shall agree that the period of authorization to the board of directors shall be consistent with the validity of the equity incentive plan.
Voting results: 6 in favor, 0 against and 0 abstention. The motion was passed.
Liu Dingping, a related director, is the incentive object of this incentive plan and has avoided voting.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(IV) the proposal on Ningbo Runhe High-Tech Materials Co.Ltd(300727) convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company plans to hold the first extraordinary general meeting of shareholders in 2022 on February 15, 2022. This general meeting of shareholders will be held by combining on-site voting and online voting.
The specific contents of the proposal are detailed in cninfo.com, the information disclosure website designated by the CSRC on January 17, 2022（ http://www.cn.info.com.cn. ）The Ningbo Runhe High-Tech Materials Co.Ltd(300727) notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-003) disclosed.
Voting results: 7 in favor, 0 against and 0 abstention. The motion was passed.
3、 Documents for future reference
1. Ningbo Runhe High-Tech Materials Co.Ltd(300727) resolution of the 22nd Meeting of the second board of directors;
2. Ningbo Runhe High-Tech Materials Co.Ltd(300727) resolution of the 19th meeting of the second board of supervisors;
3. Ningbo Runhe High-Tech Materials Co.Ltd(300727) independent opinions of independent directors on relevant matters;
4. Ningbo Runhe High-Tech Materials Co.Ltd(300727) 2022 restricted stock incentive plan (Draft) and its summary;
5. Ningbo Runhe High-Tech Materials Co.Ltd(300727) management measures for the implementation and assessment of restricted stock incentive plan in 2022.
It is hereby announced.
Ningbo Runhe High-Tech Materials Co.Ltd(300727) board of directors January 18, 2022
