Securities code: 603626 securities abbreviation: Kunshan Kersen Science & Technology Co.Ltd(603626) Announcement No.: 2022-002 Kunshan Kersen Science & Technology Co.Ltd(603626)
Announcement on resolutions of the 23rd Meeting of the third board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. 1、 Convening of board meeting
(I) Kunshan Kersen Science & Technology Co.Ltd(603626) (hereinafter referred to as "the company") the 23rd Meeting of the third board of directors (hereinafter referred to as "the meeting") was held on January 21, 2022 by means of on-site combined communication. The meeting was presided over by Mr. Xu Jingen, chairman of the board.
(II) the notice of this meeting will be sent to all directors by telephone or by hand on January 11, 2022.
(III) there were 9 directors who should vote at the meeting, 9 directors who actually voted, and the company's supervisors and senior managers attended the meeting as nonvoting delegates.
(IV) the convening and convening of this meeting comply with the relevant provisions of the company law and the articles of association, and the resolutions of the meeting are legal and effective. 2、 Deliberations of the board meeting
The following proposals were considered and adopted at this meeting:
(I) deliberated and passed the proposal on and its summary
In order to further improve the company's corporate governance structure, promote the company to establish and improve the incentive and restraint mechanism, constantly motivate the company's middle-level managers, stabilize and attract the technical backbone and other core personnel that the board of Directors considers should be encouraged, and effectively combine the interests of shareholders, the company and employees, The remuneration and assessment committee of the board of directors of the company has drawn up the stock option and restricted stock incentive plan for Kunshan Kersen Science & Technology Co.Ltd(603626) 2022 (Draft) and its summary in accordance with relevant laws and regulations, confirmed the list of incentive objects in the plan, and plans to grant 9.5 million stock options to 788 incentive objects and 1.3 million restricted shares to 81 incentive objects.
See the Kunshan Kersen Science & Technology Co.Ltd(603626) 2022 stock option and restricted stock incentive plan (Draft) and its summary disclosed by the company on the same day in the designated information disclosure media.
Independent directors have expressed their independent opinions on this proposal.
Voting result: 9 affirmative votes; No negative votes; There were no abstentions.
The proposal needs to be submitted to the general meeting of shareholders for deliberation and passed by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
(II) deliberated and passed the proposal on the measures for the administration of the implementation and assessment of the stock option and restricted stock incentive plan in 2022
In order to ensure the smooth implementation of the company's stock option and restricted stock incentive plan in 2022, 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 and other laws, regulations, normative documents and the Kunshan Kersen Science & Technology Co.Ltd(603626) articles of association According to the provisions of Kunshan Kersen Science & Technology Co.Ltd(603626) 2022 stock option and restricted stock incentive plan (Draft), the administrative measures for the implementation and assessment of Kunshan Kersen Science & Technology Co.Ltd(603626) 2022 stock option and restricted stock incentive plan are formulated.
For details, please refer to the management measures for the assessment of the implementation of Kunshan Kersen Science & Technology Co.Ltd(603626) 2022 stock option and restricted stock incentive plan disclosed by the company on the same day on the designated information disclosure media.
Independent directors have expressed their independent opinions on this proposal.
Voting result: 9 affirmative votes; No negative votes; There were no abstentions.
The proposal needs to be submitted to the general meeting of shareholders for deliberation and passed by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
(III) the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2022 stock option and restricted stock incentive plan was deliberated and adopted
In order to implement the company's stock option and 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 matters related to the company's stock option and restricted stock incentive plan: 1. The board of directors of the company is requested to authorize the general meeting of shareholders to be responsible for the following matters for the specific implementation of the stock option and restricted stock incentive plan:
(1) Authorize the board of directors to determine the qualifications and conditions of incentive objects to participate in the equity incentive plan, and determine the grant date of stock option and restricted stock incentive plan;
(2) Authorize the board of directors to adjust the number and grant price of stock options and restricted shares according to the methods specified in the stock option and 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;
(3) Authorize the board of directors to grant stock options and restricted stocks to the incentive objects when the incentive objects meet the conditions and handle all matters necessary for the grant of stock options and restricted stocks, including but not limited to submitting an application for grant to the stock exchange, applying to the securities registration and Clearing Company for relevant registration and clearing business, amending the articles of association and handling industrial and commercial filing registration Handle the industrial and commercial registration of changes in the company's registered capital;
(4) Authorize the board of directors to review and confirm the incentive object's qualification for lifting the restriction on sales, exercise the right or conditions for lifting the restriction on sales, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
(5) Authorize the board of directors to decide whether the incentive object can exercise its rights or lift the sales restriction;
(6) Authorize the board of directors to handle all matters necessary for the exercise of rights or the lifting of restrictions on sales of incentive objects, including but not limited to applying to the stock exchange for the exercise of rights or the lifting of restrictions on sales, applying to the securities depository and Clearing Company for relevant registration and settlement business, amending the articles of association and handling the industrial and commercial record registration, and handling the registration of changes in the registered capital of the company;
(7) Authorize the board of directors to handle the waiting period of stock options that have not been exercised and the restrictions on the sale of restricted shares that have not been lifted;
(8) Authorize the board of directors to handle the change and termination of the stock option and restricted stock incentive plan according to the provisions of the stock option and restricted stock incentive plan, including but not limited to canceling the exercise or lifting the restriction qualification of the incentive object, canceling the stock option of the incentive object that has not been exercised, and canceling the repurchase of the restricted stock of the incentive object that has not been lifted, Handle the compensation and inheritance of stock options that have not been exercised or restricted shares that have not been lifted by the deceased incentive object, and terminate the company's stock options and restricted stock incentive plan; (9) Authorize the board of directors to manage and adjust the company's stock option and 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 sign, execute, modify and terminate any agreement related to the stock option and restricted stock incentive plan;
(11) Authorize the board of directors to implement other necessary matters required by the stock option and restricted stock incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents.
2. Authorize the board of directors to go through the formalities of examination and approval, registration, filing, approval and consent with relevant governments and institutions for the stock option and restricted stock incentive plan; Sign, implement, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals; Amend the articles of association, handle the industrial and commercial record registration, and handle the change registration of the company's registered capital; And do all other necessary, appropriate or appropriate acts and matters related to this incentive plan.
3. For the implementation of this incentive plan, the board of directors is authorized to appoint financial advisers, banks, accountants, lawyers, securities companies and other intermediaries.
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 stock option and restricted stock incentive plan.
The above authorized matters, except for those clearly specified by laws, regulations, departmental rules, normative documents, this stock option and restricted stock incentive plan or the articles of association to be adopted by the board of directors, other matters can be directly exercised by the chairman of the board of directors or the appropriate person authorized by him on behalf of the board of directors.
Voting result: 9 affirmative votes; No negative votes; There were no abstentions.
The proposal needs to be submitted to the general meeting of shareholders for deliberation and passed by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
(IV) deliberated and passed the proposal on the appointment of securities affairs representative of the company
For personal reasons, Ms. Zhou Xianzi resigned as the securities affairs representative of the company. The board of directors of the company agreed to appoint Ms. LV Hongying as the securities affairs representative of the company to assist the Secretary of the board of directors in performing his duties. The term of office is consistent with the term of office of the third board of directors of the company (see the annex for resume).
Ms. LV Hongying has obtained the qualification certificate of secretary of the board of directors, and her qualifications comply with the provisions of the company law, the stock listing rules of Shanghai Stock Exchange and other laws and regulations.
Ms. LV Hongying's communication method is office telephone: 0512 - 36688666; Fax: 0512 - 57478678; Email: ksgf@ kersentech com. 。
Voting result: 9 affirmative votes; No negative votes; There were no abstentions.
(V) the proposal on changing the registered capital of the company and amending the articles of association was deliberated and adopted
With the approval of the reply on approving Kunshan Kersen Science & Technology Co.Ltd(603626) non-public Development Bank shares (zjxk [2020] No. 1826) issued by the China Securities Regulatory Commission, the company issued 67108430 RMB common shares (A shares) to specific objects. The above shares have completed the share registration formalities at the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. on August 9, 2021.
The company held the 17th meeting of the third board of directors and the 20th meeting of the third board of directors on March 30, 2021 and August 11, 2021, deliberated and adopted the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not unlocked, Zhou Weidong, the incentive object in the company's restricted stock incentive plan in 2019, whose performance appraisal result at the individual level in 2020 is "d (unqualified)", shall not lift the restriction on the sale of the restricted shares held in the first lifting period, which shall be repurchased and cancelled by the company; Jiang Hai and Cao Xuelei have resigned and no longer meet the conditions of the incentive plan. Therefore, the restricted shares granted but not unlocked held by them should be repurchased and cancelled. 444500 of the above restricted shares were repurchased and cancelled on November 11, 2021.
For the above reasons, the total share capital of the company was changed from 490885460 shares to 557549390 shares, and the registered capital was changed from 490885460.00 yuan to 557549390.00 yuan.
It is hereby proposed to amend the relevant provisions of the articles of association and submit to the general meeting of shareholders to authorize the board of directors and its authorized personnel to handle the corresponding industrial and commercial change registration matters.
For details, see the announcement on changing the registered capital of the company and amending the articles of Association (Announcement No.: 2022-006) disclosed by the company on the designated information disclosure media on the same day.
Voting result: 9 affirmative votes; No negative votes; There were no abstentions.
The proposal needs to be submitted to the general meeting of shareholders for deliberation and passed by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
(VI) the proposal on holding the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
It is agreed that the company will hold the first extraordinary general meeting of shareholders in 2022 on February 18, 2022.
For details, see the notice of the general meeting of shareholders disclosed by the company on the designated information disclosure media on the same day.
Voting result: 9 affirmative votes; No negative votes; There were no abstentions.
3、 Documents for future reference
Resolution of the Kunshan Kersen Science & Technology Co.Ltd(603626) 23rd Meeting of the 3rd board of directors
It is hereby announced.
Kunshan Kersen Science & Technology Co.Ltd(603626) board of directors
January 22, 2022
Attachment: resume
Ms. LV Hongying: born in December 1980, Chinese nationality, without permanent residency abroad, bachelor degree, intermediate accountant and certified public accountant. From June 2008 to December 2021, he served as Whole Easy Internet Technology Co.Ltd(002464) securities affairs representative.
As of the date of this announcement, Ms. LV Hongying does not hold shares of the company, has no relationship with directors, supervisors, senior managers, controlling shareholders, actual controllers and shareholders holding more than 5% of the company, and has not been punished by the CSRC and other relevant departments or the stock exchange, There are no circumstances specified in article 4.4.4 of the Listing Rules of Shanghai Stock Exchange, nor are they dishonest Executees.
