Securities code: 300346 securities abbreviation: Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) Announcement No.: 2022-001 Jiangsu Nata Opto-Electronic Material Co.Ltd(300346)
Announcement on resolutions of the 9th meeting of the 8th 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.
Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) (hereinafter referred to as “the company”) sent a notice on convening the 9th meeting of the 8th board of directors to all directors and supervisors of the company by telephone and personal delivery on January 12, 2022, and held it in the conference room of the company by on-site combined with communication voting on January 17, 2022. There are 12 directors who should attend the meeting and 12 directors who actually attend the meeting. The supervisors and senior managers of the company attended the meeting as nonvoting delegates, which complied with the provisions of the company law and the Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) articles of association. The meeting was presided over by Mr. Feng Jiansong, chairman of the company.
After careful consideration by the directors attending the meeting, the following resolutions were adopted one by one:
1. Deliberated and passed the proposal on the appointment of senior managers;
In order to meet the needs of the company’s operation and management, in accordance with the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the articles of association, the board of directors agreed to appoint Yuan Lei as the company’s deputy general manager and technical director, and Mr. Lu zhenxue as the company’s deputy general manager Chief financial officer, appointed Mr. Lu Zhigang as the deputy general manager of the company. The term of office starts from the date of deliberation and approval of the current board of directors to the expiration of the eighth board of directors. See the attachment for resumes of relevant personnel.
For details of the announcement on resignation and appointment of senior managers, please refer to cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC.
Voting: 12 in favor, 0 against and 0 abstention.
2. The proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary was deliberated and adopted; In order to further establish and improve the long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s senior managers, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, In accordance with relevant laws and regulations, the 2022 restricted stock incentive plan (Draft) and its summary are formulated to grant restricted shares to incentive objects.
For details of the 2022 restricted stock incentive plan (Draft) and its abstract and the list of incentive objects of the 2022 restricted stock incentive plan, please refer to cninfo.com (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC. The board of supervisors and independent directors of the company have expressed explicit consent to the matter, the independent financial consultant hired by the company has issued an independent financial consultant report, and the law firm has issued a legal opinion on the matter. For details, please refer to cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC.
Voting: 12 in favor, 0 against and 0 abstention.
This proposal still needs to be considered by the general meeting of shareholders of the company.
3. Deliberated and passed the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022;
In order to ensure the smooth implementation of the restricted stock incentive plan in 2022 and the realization of the company’s development strategy and business objectives, the company has formulated the management measures for the implementation and assessment of the restricted stock incentive plan in 2022 according to the provisions of relevant laws and regulations and the actual situation of the company.
For details of the administrative measures for the implementation and assessment of the restricted stock incentive plan in 2022, the opinions of the board of supervisors and the independent opinions of independent directors on the scientificity and rationality of the indicators set in the restricted stock incentive plan, please refer to cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC.
Voting: 12 in favor, 0 against and 0 abstention.
This proposal still needs to be considered by the general meeting of shareholders of the company.
4. The proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 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 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 grant date of the restricted stock incentive plan;
2) Authorize the board of directors to adjust 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 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 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 conditions and handle all matters necessary for the grant of restricted shares, including signing the restricted stock incentive agreement with the incentive object;
5) Authorize the board of directors to review and confirm the incentive object’s qualification for lifting the sales restriction and the conditions for lifting the sales restriction, 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 lift the sales restriction;
7) 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 the 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;
8) Authorize the board of directors to handle the restricted stock sales that have not been lifted;
9) Authorize the board of directors to handle the change and termination of the restricted stock incentive plan according to the provisions of the company’s restricted stock incentive plan in 2022, including but not limited to the cancellation of the restricted stock of the incentive object, the repurchase and cancellation of the restricted stock of the incentive object that has not been lifted, and the inheritance of the restricted stock of the deceased (dead) incentive object that has not been lifted, Terminate the company’s restricted stock incentive plan;
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 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 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; 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) 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.
Except for the matters that need to be adopted by 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.
Voting: 12 in favor, 0 against and 0 abstention.
This proposal still needs to be considered by the general meeting of shareholders of the company.
5. Deliberated and passed the proposal on changing the purpose of share repurchase and cancellation;
According to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchase and the relevant provisions of the company’s repurchase plan, if the repurchased shares are used for employee stock ownership plan or equity incentive, they shall be transferred or cancelled within three years after the disclosure of the repurchase results and share change announcement. The shares in the company’s special securities repurchase account shall be transferred or cancelled before May 7, 2022.
According to the actual situation of the company, the company plans to change the purpose and cancel the 3924710 shares in the special securities account for repurchase. The purpose of the shares is changed from the original plan “the shares repurchased will be used for employee stock ownership plan or equity incentive” to “the shares repurchased will be used for cancellation to reduce the registered capital”. After this change of purpose and cancellation, the total share capital of the company will be changed from 422181441 shares to 418256731 shares. The board of directors of the company requests the general meeting of shareholders to authorize the board of directors or the authorized representative of the board of directors to go through the formalities related to the cancellation of the above shares.
The independent directors of the company have expressed their independent opinions on this proposal.
For details of the announcement on changing the purpose of share repurchase and cancellation, please refer to cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC.
Voting: 12 in favor, 0 against and 0 abstention.
This proposal still needs to be considered by the general meeting of shareholders of the company.
6. Deliberated and passed the proposal on changing the registered capital and amending the articles of Association;
In view of the company’s intention to change and cancel the purpose of 3924710 shares in the special securities account for repurchase, after cancellation, the total share capital of the company will be changed from 4228181441 shares to 418256731 shares, and the registered capital will be reduced from 422818441 yuan to 418256731 yuan.
According to the provisions of relevant laws, regulations and normative documents, the company plans to change the registered capital and amend the articles of association as follows:
Before and after this amendment
The registered capital of the company is RMB. The registered capital of the company is RMB
422181441 yuan. 418256731 yuan.
The total number of shares of the company is 42218441. The total number of shares of the company is 418256731 Article 19
Shares, all RMB ordinary shares. Shares, all RMB ordinary shares.
In addition to the above amendments, other provisions of the articles of association remain unchanged. The board of directors of the company requests the general meeting of shareholders to authorize the board of directors or the authorized representative of the board of directors to go through relevant industrial and commercial change registration procedures.
The independent directors of the company have expressed their independent opinions on this proposal.
For details of the announcement on changing registered capital and amending the articles of association and the revised articles of association, please refer to cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC.
Voting: 12 in favor, 0 against and 0 abstention.
This proposal still needs to be considered by the general meeting of shareholders of the company.
7. Deliberated and passed the proposal on loan extension and related party transactions to holding subsidiaries;
In order to meet the needs of the business development of the holding subsidiary Shandong feiyuan Gas Co., Ltd. (hereinafter referred to as “feiyuan gas”) and ensure the capital needs of the daily operation of feiyuan gas, the company held the 23rd Meeting of the seventh board of directors on January 21, 2020 and deliberated and adopted the proposal on providing loans to the holding subsidiary, It is agreed that the company will provide a loan of 60 million yuan to feiyuan gas, with an annual interest rate of 7.2%, and the loan deadline is January 21, 2022. The above borrowings are about to expire. In order to continue to support the development of feiyuan gas, the company decided to extend the above borrowings to January 21, 2024 and charge interest at an annual interest rate of 7.2%.
Feiyuan gas promises to provide mortgage guarantee for the loan. When the above guarantee is insufficient to pay off the debt, Mr. Song Xuezhang, who directly holds 15.58% of the shares of feiyuan gas, and Ms. Wang Yanqiu, his spouse, agree to act as joint and several co guarantors to pay off 27.17% of the remaining debt.
Mr. Song Xuezhang is the deputy general manager of the company, and his provision of guarantee for feiyuan gas constitutes a related party transaction stipulated in the Listing Rules of gem shares of Shenzhen Stock Exchange.
The independent directors of the company have expressed their independent opinions on this proposal.
See cninfo.com (www.cn. Info. Com. CN), the gem information disclosure website designated by China Securities Regulatory Commission, for details of the announcement on providing loan extension and related party transactions to holding subsidiaries and the verification opinions of the sponsor.
Voting: 12 in favor, 0 against and 0 abstention.
8. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted.
Some proposals of the board of directors need to be considered and approved by the general meeting of shareholders, and it is proposed to convene the first extraordinary general meeting of shareholders in 2022 on February 9, 2022. For the notice of the first extraordinary general meeting of shareholders in 2022, please refer to cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC.
Voting: 12 in favor, 0 against and 0 abstention.
It is hereby announced.
Jiangsu Nata Opto-Electronic Material Co.Ltd(300346)
