Securities code: 300909 securities abbreviation: Shenzhen Hui Chuang Da Technology Co.Ltd(300909) Announcement No.: 2022-005 Shenzhen Hui Chuang Da Technology Co.Ltd(300909)
Announcement of resolutions of the 23rd Meeting of the second 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
The 23rd Meeting of the second board of directors (hereinafter referred to as “the meeting”) of Shenzhen Hui Chuang Da Technology Co.Ltd(300909) (hereinafter referred to as “the company”) was held in the company’s office on January 24, 2022 by means of on-site voting and communication voting. The notice of the meeting has been sent by mail, telephone and personal delivery on January 21, 2022. The meeting was presided over by Mr. Li Ming, chairman of the company. There were 7 directors who should be present and 7 directors actually present, including Mr. Zhang Jianjun, Mr. Yuan Tongzhou and Mr. Ma Yingbing. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening procedures of the meeting comply with the company law of the people’s Republic of China, the articles of association and other relevant provisions, and the resolutions formed are legal and effective.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on and its summary
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 employees, 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, in accordance with the principle of equal income and contribution, 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 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 Shenzhen Hui Chuang Da Technology Co.Ltd(300909) 2022 restricted stock incentive plan (Draft) and its summary. For details, the company disclosed it on cninfo.com.cn on January 26, 2022 The Shenzhen Hui Chuang Da Technology Co.Ltd(300909) 2022 restricted stock incentive plan (Draft) and its abstract.
Voting results: 6 in favor, 0 against and 0 abstention. Director Li Qidong is the incentive object of this equity incentive plan and avoids voting on this proposal. Other non affiliated directors participate in the voting on this proposal.
The independent directors of the company expressed their independent opinions on this proposal.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval 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 restricted stock incentive plan in 2022
In order to further improve the corporate governance structure, improve the incentive and restraint mechanism of the company, 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 is now in accordance with the company law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies and other relevant laws and regulations In accordance with the provisions of the rules, normative documents and the articles of association, and in combination with the actual situation of the company, the measures for the administration of the implementation and assessment of the Shenzhen Hui Chuang Da Technology Co.Ltd(300909) 2022 restricted stock incentive plan is hereby formulated. For details, the company disclosed it on cninfo.com.cn on January 26, 2022 Administrative measures for the assessment of the implementation of Shenzhen Hui Chuang Da Technology Co.Ltd(300909) 2022 restricted stock incentive plan. Voting results: 6 in favor, 0 against and 0 abstention. Director Li Qidong is the incentive object of this equity incentive plan and avoids voting on this proposal. Other non affiliated directors participate in the voting on this proposal.
The independent directors of the company expressed their independent opinions on this proposal.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
(III) deliberated and passed the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to 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, 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 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 grant date of the restricted stock incentive plan;
(2) Authorize the board of directors to make corresponding adjustments to 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 the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and so on;
(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 the 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 handle all matters necessary for granting restricted shares to the incentive object when the incentive object meets the grant conditions, including signing the equity incentive grant agreement with the incentive object;
(5) Authorize the board of directors to distribute or adjust the restricted shares abandoned by employees to the reserved part among incentive objects before the grant of restricted shares;
(6) Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be vested, review and confirm the vesting qualification and number of incentive objects, and agree that the board of directors will grant this right to the remuneration and assessment committee to exercise;
(7) Authorize the board of directors to handle all matters relating to 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 settlement company for relevant registration and settlement business, amending the articles of association and handling the registration of changes in the registered capital of the company;
(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 restricted stock incentive plan in 2022, including but not limited to canceling the ownership qualification of the incentive object, invalidating the non vested restricted stock, and handling the inheritance of the non vested restricted stock of the deceased (dead) incentive object;
(9) Authorize the board of directors to manage and adjust the company’s restricted stock incentive plan in 2022, 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) Other necessary matters necessary for authorizing the board of directors to implement the restricted stock incentive plan, except the rights that shall be exercised by the general meeting of shareholders of the company as specified in the 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. Authorize the board of directors to appoint financial advisers, receiving banks, accounting firms, law firms, securities companies and other intermediaries.
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 this incentive plan.
5. Among the above authorized matters, other authorized matters, except those that are clearly stipulated by laws, administrative regulations, rules of the CSRC, normative documents, this restricted stock incentive plan or the articles of association and need to be adopted by the resolution of the board of directors, shall be submitted to the general meeting of shareholders of the company to authorize the board of directors, The board of directors of the company shall further authorize the chairman of the company or the appropriate person authorized by him to exercise.
Voting results: 6 in favor, 0 against and 0 abstention. Director Li Qidong is the incentive object of this equity incentive plan and avoids voting on this proposal. Other non affiliated directors participate in the voting on this proposal.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
(IV) deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022
The company plans to hold the first extraordinary general meeting of shareholders in 2022 on February 11, 2022. See the details on cninfo.com on January 26, 2022（ http://www.cn.info.com.cn./ ）Notice on convening the first extraordinary general meeting of shareholders in 2022 disclosed.
Voting results: 7 in favor, 0 against and 0 abstention.
It is hereby announced.
Shenzhen Hui Chuang Da Technology Co.Ltd(300909) board of directors January 26, 2022
