Securities code: 605168 securities abbreviation: Three’S Company Media Group Co.Ltd(605168) Announcement No.: 2022-007 Three’S Company Media Group Co.Ltd(605168)
Announcement on the resolution of the sixth 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、 Meetings of the board of directors
(I) Three’S Company Media Group Co.Ltd(605168) (hereinafter referred to as “the company”) the convening and convening procedures of the sixth meeting of the third board of directors (hereinafter referred to as “the meeting”) comply with the relevant provisions of the company law of the people’s Republic of China and the articles of association of Three’S Company Media Group Co.Ltd(605168) .
(II) the meeting was notified in writing and by telephone on January 14, 2022.
(III) the meeting was held at 15:30 p.m. on January 25, 2022 in the company’s conference room by on-site and communication voting.
(IV) there were 7 directors who should attend the meeting, 7 actually attended the meeting, and the company’s supervisors and senior managers attended the meeting as nonvoting delegates.
(V) the meeting was presided over by Mr. Qian Jundong, chairman of the board.
2、 Deliberations of the board meeting
After deliberation and voting by the directors present at the meeting, the following resolutions are unanimously formed:
(I) deliberated and passed the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary
In recent years, the company has continuously won the trust of customers and driven the rapid growth of the company’s performance by virtue of its stable management team, excellent industry talents, outstanding advertising creativity and professional experience in serving many well-known customers. In the future, the company will continue to do a good job in the industry talent reserve and scientific and effective management of excellent talents, so as to consolidate the development foundation of the company; The implementation of this new round of equity incentive will accumulate stable and sufficient talent reserves for the rapid growth of the company’s subsequent performance and the development of new business directions. At the same time, in order to further improve the company’s governance structure, improve the company’s incentive mechanism, attract and retain outstanding talents, and fully mobilize the company’s directors, senior managers The enthusiasm of middle-level managers and business backbones effectively combines the interests of shareholders, the company and the personal interests of the core team, so that all parties can 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, and in accordance with the company law, securities law, management measures and other relevant laws According to the regulations, normative documents and the articles of association, the company has formulated the Three’S Company Media Group Co.Ltd(605168) 2022 restricted stock incentive plan (Draft) and its summary.
This proposal has been clearly agreed by independent directors.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Three’S Company Media Group Co.Ltd(605168) : 2022 restricted stock incentive plan (Draft) and Three’S Company Media Group Co.Ltd(605168) : summary announcement of 2022 restricted stock incentive plan (Announcement No.: 2022-009).
As the incentive object of this restricted stock incentive plan, Mr. Zhang Hao, a director, is an affiliated director and has avoided voting. Other non affiliated directors shall participate in the voting of this proposal.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders of the company 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, according to the provisions of relevant laws and regulations such as the measures for the administration of equity incentive of listed companies, the stock listing rules of Shanghai Stock Exchange and the actual situation of the company, The company has formulated the management measures for the implementation and assessment of Three’S Company Media Group Co.Ltd(605168) 2022 restricted stock incentive plan.
This proposal has been clearly agreed by independent directors.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Three’S Company Media Group Co.Ltd(605168) : management measures for the implementation and assessment of restricted stock incentive plan in 2022.
As the incentive object of this restricted stock incentive plan, Mr. Zhang Hao, a director, is an affiliated director and has avoided voting. Other non affiliated directors shall participate in the voting of this proposal.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(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 equity incentive plan
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 make corresponding adjustments to the number of restricted shares and the number of underlying shares involved in the restricted stock incentive plan 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, etc;
(3) Authorize the board of directors to adjust the granting price / repurchase price of restricted shares according to the methods specified in the restricted stock 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 adjust the shares of restricted shares that employees give up to subscribe to to the reserved part or distribute and adjust among incentive objects before the grant of restricted shares;
(5) 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 but not limited to submitting an application for grant to Shanghai Stock Exchange, applying to China Securities Depository and Clearing Co., Ltd. for relevant registration and settlement business, amending the articles of association Handle the change registration of the company’s registered capital, etc;
(6) Authorize the board of directors to review and confirm the incentive object’s qualification and conditions for lifting the sales restriction, 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 decide whether the incentive object can lift the sales restriction;
(8) Authorize the board of directors to handle all matters necessary for the incentive object to lift the restriction on sales, including but not limited to applying to the stock exchange for lifting the restriction on sales, applying to the registration and settlement company for handling relevant registration and settlement business, amending the articles of association and handling the change registration of the company’s registered capital;
(9) Authorize the board of directors to handle the restricted stock sales that have not been lifted;
(10) Authorize the board of directors to determine the incentive object, grant quantity, grant price and grant date of restricted shares reserved in the company’s restricted stock incentive plan;
(11) Authorize the board of directors to decide on the change and termination of the restricted stock incentive plan, including but not limited to the cancellation of the restricted stock of the incentive object, the repurchase and cancellation of the restricted stock of the incentive object that has not been lifted, the compensation and inheritance of the restricted stock of the deceased incentive object that has not been lifted, and the termination of the company’s restricted stock incentive plan;
(12) Authorize the board of directors to sign, execute, modify and terminate any agreement related to the equity incentive plan and other relevant agreements;
(13) Authorize the board of directors to manage and adjust the company’s restricted stock incentive 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 this incentive plan.
However, if laws, regulations or relevant regulatory authorities require such amendments to be approved by the general meeting of shareholders or relevant regulatory authorities, such amendments by the board of directors must be approved accordingly;
(14) 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 intermediary institutions such as receiving banks, accountants, lawyers and securities companies 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 this equity incentive plan.
Except for the matters that need to be passed by the resolution of the board of directors as specified in laws, administrative regulations, rules of the CSRC, normative documents, this equity incentive plan or the articles of association, other matters can be directly exercised by the chairman of the board of directors or an appropriate person authorized by him on behalf of the board of directors.
As the incentive object of this restricted stock incentive plan, Mr. Zhang Hao, a director, is an affiliated director and has avoided voting. Other non affiliated directors shall participate in the voting of this proposal.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) the proposal on adjusting the relevant matters of the 2020 restricted stock incentive plan was deliberated and adopted. In view of the implementation of the 2022 restricted stock incentive plan by the company, its assessment indicators are divided into two levels, namely, the company level performance assessment and the individual level performance assessment. Among them, the company level performance index is net profit. The net profit index can reflect the company’s core profitability, growth and shareholder return ability. The performance objectives set by the company’s restricted stock incentive plan in 2022 comprehensively consider the macroeconomic environment, industry development and market competition, as well as the impact of the company’s actively overcoming the epidemic impact and complex market environment, according to the increment of the company’s new business Formulate relevant factors such as continuous development of customers and future business development expectations. Since the company’s restricted stock incentive plan in 2022 coincides with the assessment year set by the company’s restricted stock incentive plan in 2020, i.e. 2022, in order to maintain the fairness and consistency of the assessment standards, the performance assessment target for the third release period set by the restricted stock incentive plan in 2020, i.e. the company’s net profit in 2022 is not less than 700 million yuan, It is adjusted that the net profit of the company in 2022 shall not be less than 730 million yuan.
According to the above adjustment contents, the relevant contents of 2020 restricted stock incentive plan and 2020 restricted stock incentive plan implementation assessment management measures shall be adjusted accordingly.
This proposal has been clearly agreed by independent directors.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Three’S Company Media Group Co.Ltd(605168) : Announcement on adjusting the 2020 restricted stock incentive plan (Announcement No.: 2022-013). As the incentive object of the company’s 2020 restricted stock incentive plan, Mr. Wang Chuan, a director, is an affiliated director and has avoided voting. Other non affiliated directors shall participate in the voting of this proposal.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal on Amending the articles of association and handling the industrial and commercial change registration
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the articles of association of listed companies and other relevant laws, regulations and normative documents, and in combination with the change of the company’s registered address, it is proposed to amend some provisions of the articles of association. The specific amendments are as follows:
Before and after revision
Three’S Company Media Group Co.Ltd(605168) articles of association Three’S Company Media Group Co.Ltd(605168) articles of Association
(may, 2001) (February, 2002)
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions. Article 2 the company is a joint stock limited company wholly changed by Xi’an Three’S Company Media Group Co.Ltd(605168) information and Communication Co., Ltd. and wholly changed by Xi’an Three’S Company Media Group Co.Ltd(605168) information and Communication Co., Ltd. in accordance with the company law and other relevant provisions. A joint stock limited company established by the promoters of a joint venture. The company is registered in the high tech branch of Xi’an Administration for Industry and commerce, and the company is registered in the high tech branch of Xi’an market supervision and administration, and obtains the business license. The unified social credit code is to obtain the business license, and the unified social credit code is to obtain the business license
91610131742837256P。 91610131742837256P。
Article 5 company domicile: Science and technology II, high tech Zone, Xi’an, Shaanxi province article 5 company domicile: room 302B, block C, city gate, e401 Road, tanglege, Xi’an Software Park, No. 72, Tangyan South Road, high tech Zone, Xi’an, Shaanxi Province
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Article 23 under the following circumstances, the company may not purchase its own shares in accordance with Article 24 of the law. However, in accordance with laws, administrative regulations, departmental rules and the articles of association, the acquisition of the company is not subject to any of the following circumstances:
Shares of the company: (I) reduce the registered capital of the company;
(I) reduce the registered capital of the company;
