Securities code: 300551 securities abbreviation: Shanghai Guao Electronic Technology Co.Ltd(300551) Announcement No.: 2022-003 Shanghai Guao Electronic Technology Co.Ltd(300551)
Announcement on resolutions of the 21st 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、 Convening of board meeting
1. The board of directors was convened by the chairman Mr. Chen chongjun, and the notice of the meeting was sent to the directors by communication on January 16, 2022.
2. The board of directors was held in the form of communication meeting on January 19, 2022.
3. The board of directors should have 7 directors, and there are actually 7 directors.
4. The board of directors was presided over by Mr. Chen chongjun, and all supervisors and senior managers of the company attended the board of directors as nonvoting delegates.
5. The convening, convening and voting procedures of the board meeting comply with the provisions of the company law of the people's Republic of China and the Shanghai Guao Electronic Technology Co.Ltd(300551) articles of association, and the resolutions formed by voting are legal and effective. 2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the company's restricted stock incentive plan (Draft) in 2022 and its summary
In order to further establish and improve the company's long-term incentive and restraint mechanism, attract and retain excellent talents, expand the coverage of incentive objects, strengthen incentive effect and promote the long-term and stable development of the company, 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 incentive of listed companies, the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020), the self regulatory guide No. 1 for GEM listed companies of Shenzhen stock exchange - business handling and other relevant laws The regulations, normative documents and the articles of association have formulated the company's restricted stock incentive plan for 2022 (Draft) and its abstract.
The independent directors of the company have expressed their independent opinions on the proposal.
The directors Jiang Xiaodan, Zhang Xiangyu and Hou Yaoqi of the company are the incentive objects of the restricted stock incentive plan. The above personnel avoid voting, and other non affiliated directors participate in the voting of the proposal.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation. For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day The 2022 restricted stock incentive plan (Draft) and its abstract. (II) 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 company's restricted stock incentive plan in 2022 (hereinafter referred to as "this incentive plan" and "restricted stock incentive plan") and the realization of the company's development strategy and business objectives, according to the relevant provisions of relevant laws and regulations and in combination with the actual situation of the company, The company hereby formulates the management measures for the implementation and assessment of the restricted stock incentive plan in 2022.
The directors Jiang Xiaodan, Zhang Xiangyu and Hou Yaoqi of the company are the incentive objects of the restricted stock incentive plan. The above personnel avoid voting, and other non affiliated directors participate in the voting of the proposal.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation. For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Management measures for the implementation and assessment of restricted stock incentive plan in 2022. (III) deliberated and passed the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive
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. The general meeting of shareholders of the company is requested to authorize the board of directors to be responsible for the specific implementation of the restricted stock incentive plan in 2022:
(1) Authorize the board of directors to determine the qualifications and conditions of the incentive object to participate in the incentive plan, 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 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, division or reduction of shares, allotment of shares, 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, division or reduction of shares, allotment of shares, dividend distribution, etc;
(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 but not limited to signing the restricted stock grant agreement with the incentive object;
(5) Authorize the board of directors to review and confirm the attribution qualification and number of incentive objects, and agree that the board of directors will authorize the remuneration and assessment committee of the board of directors of the company to exercise this right;
(6) Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be vested;
(7) Authorize the board of directors to handle all matters necessary for the ownership of restricted shares of incentive objects, including but not limited to applying to the stock exchange for ownership, applying to the securities depository and Clearing Company for relevant registration and clearing 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 matters related to the change and termination of the restricted stock incentive plan in accordance with the provisions of the company's restricted stock incentive plan in 2022, including but not limited to the cancellation of the ownership qualification of the incentive object and the cancellation of the restricted stock that has not been owned by the incentive object, Handle the inheritance or cancellation of the ownership of the restricted shares of the deceased incentive object that have not yet been vested;
(9) Authorize the board of directors to manage and adjust the company's restricted stock 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;
(10) Authorize the board of directors to determine the incentive object, grant quantity, grant price and grant date of restricted shares reserved in the company's equity incentive plan;
(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 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 incentive plan.
3. The general meeting of shareholders is requested 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 this restricted stock incentive plan.
5. Among the above authorized matters, except for the matters that need to be adopted by the resolution of the board of directors specified in laws, administrative regulations, rules of the CSRC, normative documents, this restricted stock incentive plan or the articles of association, other matters shall be submitted to the general meeting of shareholders of the company to authorize the board of directors, and the board of directors of the company shall further authorize the chairman of the company or the appropriate person authorized by him to exercise.
The directors Jiang Xiaodan, Zhang Xiangyu and Hou Yaoqi of the company are the incentive objects of the restricted stock incentive plan. The above personnel avoid voting, and other non affiliated directors participate in the voting of the proposal.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(IV) deliberated and passed the proposal on extending the validity period of the company's resolution on issuing shares to specific objects and listing on the gem
The company held the fourth extraordinary general meeting of shareholders in 2020 on November 9, 2020, deliberated and passed the proposal on the company's plan to issue shares to specific objects and list on the gem one by one, and agreed to the company's issues related to issuing shares to specific objects and listing on the gem. The validity of the resolution is 12 months.
On March 5, 2021, the board of directors of the company announced that the company had received the reply on approving Shanghai Guao Electronic Technology Co.Ltd(300551) to issue shares to specific objects for registration (zjxk [2021] No. 599) issued by China Securities Regulatory Commission, and agreed that the company would issue shares to specific objects, which is valid for 12 months from the date of agreed registration.
Now, since the validity period of the resolution of the fourth extraordinary general meeting of shareholders in 2020 on the issuance of shares to specific objects and listing on the gem has expired, in order to ensure the smooth progress of matters related to the issuance of shares to specific objects and listing on the gem, It is agreed to extend the validity period of the resolution on issuing shares to specific objects and listing on the gem for 12 months from the expiration of the validity period. In addition to extending the above validity period, other contents of the resolution on issuing shares to specific objects and listing on the gem remain unchanged.
The independent directors of the company have expressed their independent opinions on the proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation. For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on extending the period of validity of the resolution of the general meeting of shareholders and the period of validity of the authorization of the general meeting of shareholders of the company issuing shares to specific objects and listing on the gem.
(V) deliberated and passed the proposal on extending the validity period of the general meeting of shareholders authorizing the board of directors to handle matters related to the company's issuance of shares to specific objects and listing on the gem
The company held the fourth extraordinary general meeting of shareholders in 2020 on November 9, 2020, deliberated and adopted the proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to the company's issuance of shares to specific objects, and agreed that the company authorized the board of directors to handle matters related to the company's issuance of shares to specific objects and listing on the gem, The authorization is valid for 12 months.
On March 5, 2021, the board of directors of the company announced that the company had received the reply on approving Shanghai Guao Electronic Technology Co.Ltd(300551) to issue shares to specific objects for registration (zjxk [2021] No. 599) issued by China Securities Regulatory Commission, and agreed that the company would issue shares to specific objects, which is valid for 12 months from the date of agreed registration.
Now, as the authorization of the fourth extraordinary general meeting of shareholders in 2020 for the board of directors to handle the matters related to the issuance of shares to specific objects and listing on the gem has expired, in order to ensure the smooth progress of the matters related to the issuance of shares to specific objects and listing on the gem, we hereby apply to extend the validity period of the authorization for 12 months from the expiration date, in addition to extending the above validity period, Other contents of the authorization remain unchanged.
The independent directors of the company have expressed their independent opinions on the proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation. For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on extending the period of validity of the resolution of the general meeting of shareholders and the period of validity of the authorization of the general meeting of shareholders of the company issuing shares to specific objects and listing on the gem.
(VI) deliberated and passed the proposal on convening the first extraordinary general meeting of shareholders in 2022
According to the company law of the people's Republic of China and the articles of association, the board of directors is scheduled to hold the first extraordinary general meeting of shareholders in 2022 at 15:00 on February 7, 2022 in the conference room on the fourth floor of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
It is hereby announced.
Shanghai Guao Electronic Technology Co.Ltd(300551) board of directors
January 19, 2022
