Securities code: 002664 securities abbreviation: Changying Xinzhi Technology Co.Ltd(002664) Announcement No.: 2022-002
Changying Xinzhi Technology Co.Ltd(002664)
Announcement on the resolution of the 17th meeting of the Fourth 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、 Meetings of the board of directors
Changying Xinzhi Technology Co.Ltd(002664) (hereinafter referred to as “the company”) the 17th meeting of the Fourth Board of directors (hereinafter referred to as “the meeting”) was held at 15:30 on January 24, 2022 in conference room 515, building 9 of the company by means of on-site combined with communication voting. The meeting was presided over by Mr. Yin Wei, chairman of the board. The notice of the meeting was sent by personal delivery, fax or e-mail on January 19, 2022. Nine directors should be present at this meeting, and nine actually present (including Chairman Yin Wei, director Bai Zhiming, Director Fu Junhui, director Ma Qiancheng, independent director Zhang Yong, independent director Wang Hongyang and independent director Zhou Yuejiang, who participated in the voting by means of communication voting). Some supervisors and senior managers of the company attended the meeting as nonvoting delegates.
The convening, convening and voting of this meeting comply with the company law, the articles of association, the rules of procedure of the board of directors and relevant laws and regulations.
2、 Deliberations of the board meeting
After deliberation, the meeting adopted the following resolutions:
1. The proposal on the company’s 2022 stock option incentive plan (Draft) and its summary was deliberated and adopted. In order to further establish and improve the company’s long-term incentive and restraint mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the directors, middle and senior managers and core technology (business) backbone of the company (including consolidated statement subsidiaries), 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, The board of directors approved the 2022 stock option incentive plan (Draft) and its summary prepared by the company. See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）2022 stock option incentive plan (Draft) and summary of 2022 stock option incentive plan (Draft).
Independent directors have expressed their independent opinions on this proposal. For details, please refer to the company’s disclosure on cninfo.com.cn Independent opinions of independent directors on the 17th meeting of the Fourth Board of directors. Voting results: 7 in favor, 0 against and 0 abstention. Related directors Mr. Xu Zhenghui and Mr. Li Haiqiang avoided voting.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approved by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
2. The proposal on the management measures for the implementation and assessment of the company’s 2022 stock option incentive plan was reviewed and adopted. In order to ensure the smooth implementation of the incentive plan and the realization of the company’s development strategy and business objectives, according to the provisions of relevant laws and regulations and the actual situation of the company, the board of directors agreed to the management measures for the implementation and assessment of 2022 stock option incentive plan formulated by the company. See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Management measures for the assessment of the implementation of stock option incentive plan in 2022. Voting results: 7 in favor, 0 against and 0 abstention. Related directors Mr. Xu Zhenghui and Mr. Li Haiqiang avoided voting.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approved by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
3. The proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company’s 2022 stock option incentive plan was reviewed and adopted.
In order to implement the incentive plan, the board of directors agrees to request the general meeting of shareholders to authorize the board of directors to handle the following matters related to the incentive plan:
(1) Submit to the general meeting of shareholders of the company to authorize the board of directors to be responsible for the specific implementation of the incentive plan:
① Authorize the board of directors to determine the grant date of the incentive plan;
② Authorize the board of directors to adjust the number of stock options and the number of underlying shares involved according to the methods specified in the incentive plan when the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, stock subdivision or reduction, allotment, etc;
③ Authorize the board of directors to adjust 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, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
④ Authorize the board of directors to grant stock options to the incentive object when the incentive object meets the conditions and handle all matters necessary for the grant of stock options, including signing the stock option incentive agreement with the incentive object;
⑤ Authorize the board of directors to review and confirm the exercise qualification and exercise conditions of incentive objects, and agree that the board of directors authorize the remuneration and assessment committee to exercise this right;
⑥ Authorize the board of directors to decide whether the incentive objects can exercise their rights;
⑦ Authorize the board of directors to handle all matters necessary for the exercise of incentive objects, including but not limited to applying to the stock exchange for exercise, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association and handling the change registration of the company’s registered capital;
⑧ Authorize the board of directors to handle the exercise of stock options that have not been exercised;
⑨ Authorize the board of directors to handle the change and termination of the incentive plan according to the provisions of the company’s incentive plan, including but not limited to canceling the exercise qualification of the incentive object, canceling the stock options of the incentive object that have not been exercised, handling the compensation and inheritance of the stock options of the deceased incentive object that have not been exercised, and terminating the company’s incentive plan;
⑩ Authorize the board of directors to manage and adjust the company’s incentive plan, and formulate or modify the management and implementation provisions of the incentive 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;
⑪ Authorize the board of directors to implement other necessary matters required by the 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 government departments and regulatory authorities; Sign, execute, modify and complete the documents submitted to relevant government departments, regulatory agencies, 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) 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 the incentive plan.
Except for the matters that need to be adopted by the board of directors as specified in laws, administrative regulations, rules, normative documents, this incentive plan or the articles of association, the above authorized 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 results: 7 in favor, 0 against and 0 abstention. Related directors Mr. Xu Zhenghui and Mr. Li Haiqiang avoided voting.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approved by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
4. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted.
The board of directors of the company agreed to hold the first extraordinary general meeting of shareholders in 2022 in the company’s conference room on February 14, 2022. See details of the meeting notice disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-006).
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolutions of the 17th meeting of the 4th board of directors;
2. Independent opinions of independent directors on matters related to the 17th meeting of the Fourth Board of directors;
3. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Changying Xinzhi Technology Co.Ltd(002664) board of directors
January 25, 2022
