Securities code: 300737 securities abbreviation: Keshun Waterproof Technologies Co.Ltd(300737) Announcement No.: 2022-006 Keshun Waterproof Technologies Co.Ltd(300737)
Announcement on resolutions of the 10th meeting of the 3rd 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 without false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the contents.
1、 Meetings held
The 10th meeting of the third board of directors of Keshun Waterproof Technologies Co.Ltd(300737) (hereinafter referred to as “the company”) was held by on-site and communication in the company’s conference room at 18:30 p.m. on January 17, 2022. The notice of the meeting was issued on January 16, 2022. There were 9 directors who should attend the meeting and 9 directors who actually attended and voted. The meeting was presided over by the chairman, Mr. Chen Weizhong, and the company’s supervisors and other senior managers attended the meeting as nonvoting delegates. The meeting was held in accordance with the relevant provisions of the company law and the articles of association.
2、 Voting at the meeting
After deliberation and voting according to law by the directors attending the meeting, the following proposals were considered and adopted at this meeting: (I) the proposal on adjusting matters related to the 2021 restricted stock incentive plan was considered and adopted
Content of the proposal:
Whereas, among the first incentive objects involved in the company’s 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”), 32 employees resigned or voluntarily abandoned their subscription for the company’s restricted shares. According to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the incentive plan and the authorization of the third extraordinary general meeting of shareholders in 2021, the board of directors of the company adjusted the incentive objects and the number of restricted shares granted for the first time in the incentive plan. After the adjustment, the number of incentive objects granted for the first time is adjusted from 391 to 359, and the total number of restricted shares to be granted under the incentive plan remains unchanged. The number of restricted shares to be granted for the first time is adjusted from 17.44 million shares to 16 million shares, and the number of reserved restricted shares is adjusted from 2.56 million shares to 4 million shares. In addition to the above adjustments, the list of incentive objects and the number of restricted shares granted by the company this time are consistent with the list of incentive objects and the number of restricted shares granted in the incentive plan and its summary deliberated and approved by the third extraordinary general meeting of shareholders in 2021, and the incentive standards are consistent without difference.
For details, please refer to cninfo.com on January 18, 2022（ http://www.cn.info.com.cn. ）Announcement on matters related to the adjustment of the restricted stock incentive plan in 2021 disclosed by the company.
According to the authorization of the third extraordinary general meeting of shareholders of the company in 2021, the above adjustment belongs to the matters within the scope of authorization and can be considered and approved by the board of directors of the company without submitting it to the general meeting of shareholders for deliberation. Voting results: 9 in favor, 0 against and 0 abstention.
(II) deliberated and passed the proposal on granting restricted shares to incentive objects for the first time. The content of the proposal:
According to the relevant provisions of the management measures and the incentive plan and the authorization of the third extraordinary general meeting of shareholders of the company in 2021 to the board of directors, the board of Directors considers that the grant conditions specified in the restricted stock incentive plan of the company in 2021 have been met, and agrees to take January 17, 2022 as the grant date, 16 million restricted shares were granted to 359 eligible incentive objects (excluding the reserved part) for the first time.
For details, please refer to cninfo.com on January 18, 2022（ http://www.cn.info.com.cn. ）Announcement on granting restricted shares to incentive objects for the first time.
According to the authorization of the third extraordinary general meeting of shareholders of the company in 2021, this authorization belongs to the scope of authorization, which can be considered and approved by the board of directors of the company without submitting it to the general meeting of shareholders for deliberation. Voting results: 9 in favor, 0 against and 0 abstention.
(III) the proposal on Amending the company’s 2021 restricted stock incentive plan (Draft) and some of its abstract clauses was deliberated and adopted
Content of the proposal:
This amendment to the company’s restricted stock incentive plan for 2021 (Draft) and some of its abstract provisions complies with the provisions of relevant laws, regulations and normative documents such as 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 guide for business handling of companies listed on GEM No. 5 – equity incentive. The changed scheme is more challenging, which is conducive to fully mobilize the enthusiasm of incentive objects. There is no situation that leads to accelerated exercise or early lifting of sales restrictions, and there is no situation that reduces the exercise price or grant price, which is in line with the interests of the listed company and all shareholders.
For details, please refer to cninfo.com on January 18, 2022（ http://www.cn.info.com.cn. ）The announcement on the revision of the 2021 restricted stock incentive plan (Draft) and related documents and the 2021 restricted stock incentive plan (revised 2022) disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) the proposal on Amending the company’s measures for the assessment and management of the implementation of the restricted stock incentive plan in 2021 was deliberated and adopted
Content of the proposal:
The revision of the company’s measures for the assessment and management of the restricted stock incentive plan in 2021 is necessary to ensure the smooth implementation of the company’s revised restricted stock incentive plan in 2021, Comply with the provisions of 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 guide for business handling of companies listed on GEM No. 5 – equity incentive and other laws, regulations, normative documents, the articles of association and the actual situation of the company, which is conducive to fully mobilize the enthusiasm of incentive objects, It is conducive to better safeguard the interests of listed companies and shareholders.
For details, please refer to cninfo.com on January 18, 2022（ http://www.cn.info.com.cn. ）The management measures for the implementation and assessment of the restricted stock incentive plan in 2021 (revised in 2022) disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(V) the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
Content of the proposal:
According to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the articles of association and other relevant provisions, the board of directors of the company proposes to convene the first extraordinary general meeting of shareholders in 2022 at 14:30 p.m. on February 9, 2022. For details, please refer to the company’s announcement on cninfo (www.cn. Info. Com. CN.) on the same day as this announcement Relevant announcements of disclosure.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Directory of documents for future reference
1. Keshun Waterproof Technologies Co.Ltd(300737) resolution of the 10th meeting of the third board of directors; 2. Independent opinions of independent directors on matters related to the 10th meeting of the third board of directors; 3. Legal opinion of Beijing Zhonglun (Shenzhen) law firm on Keshun Waterproof Technologies Co.Ltd(300737) 2021 restricted stock incentive plan adjustment and initial grant.
Keshun Waterproof Technologies Co.Ltd(300737)
Board of directors
January 18, 2022
