Securities code: 300207 securities abbreviation: Sunwoda Electronic Co.Ltd(300207) Announcement No.: 2022-013 Sunwoda Electronic Co.Ltd(300207)
Announcement on resolutions of the 23rd Meeting of the 5th 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.
The notice of the 23rd Meeting of the 5th board of directors of Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as ” Sunwoda Electronic Co.Ltd(300207) ” or “the company”) was sent by hand, telephone, wechat, etc. on January 4, 2022. The meeting was held at 15:30 p.m. on January 19, 2022 in the company’s conference room in a combination of on-site and communication. The board of directors should have 7 directors and actually 7 directors. The meeting was presided over by Mr. Wang Wei, chairman of the board. The meeting was convened and held in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Sunwoda Electronic Co.Ltd(300207) articles of Association (hereinafter referred to as the “articles of association”).
The meeting was presided over by Mr. Wang Wei, chairman of the company. After careful deliberation, the directors attending the meeting adopted the following resolutions by open ballot:
1、 The proposal on the company’s 2022 restricted stock and stock option incentive plan (Draft) and its summary was reviewed and adopted.
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s core team, 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, on the premise of fully protecting the interests of shareholders, according to the principle of equal income and contribution, 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 and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association, and in combination with the actual situation of the company, The remuneration and assessment committee of the board of directors of the company has formulated the Sunwoda Electronic Co.Ltd(300207) 2022 restricted stock and stock option incentive plan (Draft) and its summary in accordance with relevant laws and regulations.
The Sunwoda Electronic Co.Ltd(300207) 2022 restricted stock and stock option incentive plan (Draft) and its abstract are published on cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
Mr. Zeng Yu, the director, is the incentive object of the restricted stock and stock option incentive plan in 2022 (hereinafter referred to as “equity incentive plan” or “this incentive plan”), so he avoids voting on this proposal and other non affiliated directors vote on it.
Voting results: 6 in favor, 0 against and 0 abstention.
Independent directors have expressed independent opinions on this proposal.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 The proposal on the management measures for the implementation and assessment of the company’s restricted stock and stock option incentive plan in 2022 was reviewed and adopted.
In order to further improve the company’s governance structure, improve the company’s incentive and restraint mechanism, ensure the realization of the company’s strategic plan, maximize the value of shareholders’ equity and ensure the smooth implementation of the equity incentive plan, the company, in accordance with the company law, the measures for the administration of equity incentive of listed companies issued by the CSRC and other relevant laws and regulations According to the regulations, normative documents and the articles of association, and in combination with the actual situation of the company, the management measures for the implementation and assessment of Sunwoda Electronic Co.Ltd(300207) 2022 restricted stock and stock option incentive plan are hereby formulated.
The specific contents of the measures for the administration of the implementation and assessment of the Sunwoda Electronic Co.Ltd(300207) 2022 restricted stock and stock option incentive plan are published on cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
Mr. Zeng Yu, the director, is the incentive object of this incentive plan. He avoids voting on this proposal and the other non affiliated directors vote on it.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the second 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 company’s restricted stock and stock option incentive plan in 2022 was reviewed and adopted.
In order to ensure the smooth implementation of the company’s incentive plan, 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 incentive plan.
(I) request the general meeting of shareholders of the company to authorize the board of directors to be responsible for the specific implementation of the equity incentive plan: (1) authorize the board of directors to determine the grant date of class II restricted shares and the grant date of stock options;
(2) Authorize the board of directors to adjust the number of class II restricted shares and stock options according to 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, etc;
(3) Authorize the board of directors to adjust the grant price of class II restricted shares and the exercise price of stock options according to the methods specified in the incentive plan when the company has matters such as capital reserve converted into share capital, stock dividend distribution, stock subdivision or reduction, share allotment and dividend distribution;
(4) Authorize the board of directors to grant the second type of restricted shares and stock options to the incentive object when the incentive object meets the grant conditions, and handle all matters necessary for the grant, including signing the equity incentive 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 / exercise qualification and attribution / exercise conditions of incentive objects, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
(7) Authorize the board of directors to handle all matters necessary for the ownership / exercise of incentive objects, including but not limited to applying to the stock exchange for ownership, applying to the registration 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 change, termination and other related matters of the incentive plan according to the provisions of the company’s equity incentive plan, including but not limited to canceling the ownership / exercise qualification of the incentive object, invalidating the non vested class II restricted shares, and canceling the non exercised stock options of the incentive object, Handle the inheritance of rights and interests of deceased (dead) incentive objects that have not been vested / exercised;
(9) Authorize the board of directors to manage and adjust the equity incentive plan of the company, 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 implement other necessary matters required by the equity incentive plan, except for the rights that shall be exercised by the general meeting of shareholders as specified in relevant documents.
(II) request 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; 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.
(III) authorize the board of directors to appoint financial advisers, receiving banks, accounting firms, law firms, securities companies and other intermediaries.
(IV) submit to the general meeting of shareholders of the company for approval, and the period of authorization to the board of directors is consistent with the validity of this incentive plan.
(V) among the above authorized matters, except for the matters that are clearly stipulated in laws, administrative regulations, rules of the CSRC, normative documents, the incentive plan or the articles of association and need to be adopted by the resolution of the board of directors, the general meeting of shareholders of the company shall be submitted 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 them.
Mr. Zeng Yu, the director, is the incentive object of this incentive plan. He avoids voting on this proposal and the other non affiliated directors vote on it.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4、 The proposal on applying for credit line from banks and other financial institutions was deliberated and adopted.
In order to ensure the smooth realization of the company’s business plan, the company agrees to apply to banks and other financial institutions for a credit line (including the renewal of the original line) of no more than RMB 23 billion. The above lines include but are not limited to short-term, medium and long-term working capital loans, trade financing, bank acceptance bills, letters of credit, letter of guarantee, factoring, upstream and downstream supply chain financing, financial leasing and other businesses, which can be handled in stages and batches. The specific circumstances shall be subject to the credit lines actually approved by banks and other financial institutions, The specific financing amount will depend on the actual business needs of the company.
The company authorizes the chairman of the board of directors to negotiate with banks and other financial institutions and sign relevant legal documents. All legal and economic responsibilities arising therefrom shall be borne by the company.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
5、 The proposal on the company’s foreign exchange hedging business was deliberated and adopted.
The specific contents of the company’s announcement on the company’s foreign exchange hedging business are published on cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
Independent directors have expressed independent opinions on this proposal.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
6、 The proposal on using idle self owned funds for cash management was deliberated and adopted.
The specific contents of the company’s announcement on cash management with idle self owned funds are published on cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
Independent directors have expressed independent opinions on this proposal.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
7、 The proposal on providing guarantee for subsidiaries was deliberated and adopted.
The specific contents of the company’s announcement on providing guarantees for subsidiaries are published on the gem information disclosure website cninfo.com designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements. Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
Independent directors have expressed independent opinions on this proposal.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
8、 The proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted.
The second extraordinary general meeting of shareholders in 2022 will be held on February 11, 2022, and the proposals 1-7 of this meeting will be submitted to the second extraordinary general meeting of shareholders in 2022 for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
It is hereby announced.
Sunwoda Electronic Co.Ltd(300207) board of directors
January 20, 2022
