Securities code: 688260 securities abbreviation: Suzhou Gyz Electronic Technology Co.Ltd(688260) Announcement No.: 2022-001 Suzhou Gyz Electronic Technology Co.Ltd(688260)
Announcement on resolutions of the 17th meeting of the first 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 legal responsibility for the authenticity, accuracy and completeness of its contents.
1、 Convening of board meeting
The notice of the 17th meeting of the first board of directors of Suzhou Gyz Electronic Technology Co.Ltd(688260) (hereinafter referred to as ” Suzhou Gyz Electronic Technology Co.Ltd(688260) ” or “the company”) was delivered to all directors on January 15, 2022. The meeting was held on January 21, 2022 in the form of on-site combined communication and presided over by Mr. Wang Bin, chairman of the company. 9 directors should participate in the voting and 9 actually participate in the voting. The convening and voting of this meeting The meeting shall comply with the company law of the people’s Republic of China and other laws and regulations and the Suzhou Gyz Electronic Technology Co.Ltd(688260) articles of Association (hereinafter referred to as the “articles of association”).
2、 Deliberations of the board meeting
After deliberation by the directors present at the meeting, the following votes are made:
(I) 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 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 interests of the company and the personal interests of the core team, and enable all parties to 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 incentive and restraint, 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 Shanghai Stock Exchange on the science and innovation board, the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association, The company has formulated the restricted stock incentive plan for 2022 (Draft) and its abstract, and plans to implement the restricted stock incentive plan.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The Suzhou Gyz Electronic Technology Co.Ltd(688260) 2022 restricted stock incentive plan (Draft) and the summary announcement of Suzhou Gyz Electronic Technology Co.Ltd(688260) 2022 restricted stock incentive plan (Draft).
Voting: 8 in favor, 1 against and 0 abstention.
This proposal needs to be submitted to the company’s first extraordinary general meeting in 2022 for deliberation.
(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 and the realization of the company’s development strategy and business objectives, the company hereby formulates the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 in accordance with relevant laws and regulations, the provisions of the restricted stock incentive plan in 2022 (Draft) and the actual situation of the company.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Administrative measures for the implementation and assessment of Suzhou Gyz Electronic Technology Co.Ltd(688260) 2022 restricted stock incentive plan. Voting: 8 in favor, 1 against and 0 abstention.
This proposal needs to be submitted to the company’s first extraordinary general meeting in 2022 for deliberation.
(III) deliberated and passed the proposal on submitting to the general meeting of shareholders of the company 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. 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 qualifications and conditions of the incentive object to participate in the restricted stock 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, 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 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 nomination, remuneration and assessment committee 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 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 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 canceling the ownership qualification of the incentive object and canceling the restricted stock that has not been owned by the incentive object;
(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 date and other matters of the 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 equity 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 the equity incentive plan.
5. Among the above authorized matters, except for the matters that are clearly required to be adopted by the resolution of the board of directors in laws, administrative regulations, rules of the CSRC, normative documents, this equity incentive plan or the articles of association, 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.
Voting: 8 in favor, 1 against and 0 abstention.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(IV) the proposal on proposing to convene the company’s first extraordinary general meeting in 2022 was deliberated and adopted. With regard to the matters to be submitted to the general meeting for deliberation in the 17th meeting of the first board of directors, we hereby propose to convene the company’s first extraordinary general meeting in 2022.
Voting: 8 in favor, 1 against and 0 abstention.
Mr. Lu Yinhua, the director, voted against the proposals (I) – (IV) deliberated by the board of directors. The main reasons for opposition are: the company’s restricted stock incentive plan in 2022 intends to encourage the project personnel of chip multilayer ceramic capacitors, and the grant price is far lower than 50% of the average trading price of the company’s shares one trading day, 20 trading days, 60 trading days or 120 trading days before the publication of the draft, And lower than the company’s net assets. In the case of large investment amount of chip multilayer ceramic capacitor project and large market risk, the proposed incentive plan does not set quantitative indicators related to the direct performance of chip multilayer ceramic capacitor project, which can not directly reflect the direct contribution of chip multilayer ceramic capacitor project to the company. Therefore, the director voted against (I) – (IV) of the proposal.
It is hereby announced.
Suzhou Gyz Electronic Technology Co.Ltd(688260) board of directors January 22, 2022
