Securities code: 300393 securities abbreviation: Jolywood (Suzhou) Sunwatt Co.Ltd(300393) Announcement No.: 2022-014 Jolywood (Suzhou) Sunwatt Co.Ltd(300393)
Announcement of resolutions of the 21st Meeting of the 4th 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.
The 21st Meeting of the Fourth Board of directors of Jolywood (Suzhou) Sunwatt Co.Ltd(300393) (hereinafter referred to as “the company”) was held in the company’s conference room on January 26, 2022 by means of on-site and communication. The notice of the meeting was sent to all directors by e-mail or telephone on January 17, 2022. The meeting was convened and presided over by Mr. Lin Jianwei, chairman of the company. The meeting is held in accordance with the relevant provisions of the company law of the people’s Republic of China and the articles of association, and is legal and effective.
After full discussion among the directors present, the following resolutions were unanimously adopted:
1、 The proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary was reviewed and adopted
In order to further improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s directors, senior managers, middle managers and core technical (business) personnel, 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, To ensure the realization of the company’s development strategy and business objectives, on the premise of fully protecting the interests of shareholders, in accordance with the principle of matching income and contribution, and in accordance with relevant laws and regulations, the company has formulated the company’s restricted stock incentive plan for 2022 (Draft) and its abstract, which plans to grant 30.6 million restricted shares to incentive objects. The company’s restricted stock incentive plan for 2022 (Draft) and its abstract, and the specific contents of the opinions expressed by the independent directors and the board of supervisors are detailed in the announcement published on the gem information disclosure website designated by the CSRC on the same day.
Mr. Lin Jianwei, Ms. Song Yi and Mr. Qiu Guohui, the directors of the company, are the incentive objects of this incentive plan. As affiliated directors, they avoid voting on the proposal.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 The proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 was deliberated and adopted
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 has formulated the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 in accordance with the provisions of relevant laws, regulations, restricted stock incentive plan and the articles of association and in combination with the actual situation of the company.
The specific contents of the company’s measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2022 and the opinions issued by the board of supervisors are detailed in the announcement published on the gem information disclosure website designated by the CSRC on the same day. Mr. Lin Jianwei, Ms. Song Yi and Mr. Qiu Guohui, the directors of the company, are the incentive objects of this incentive plan. As affiliated directors, they avoid voting on the proposal.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3、 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022 was deliberated and adopted
In order to better promote and 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 matters related to the implementation of 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 following matters for the specific implementation of the restricted stock 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 grant of restricted shares and the number of underlying shares involved in the granting 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 so on;
(3) Authorize the board of directors to adjust the granting / vesting 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 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 signing the restricted stock grant agreement with the incentive object;
(5) 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 vesting conditions of the incentive object, and agree that the board of directors will authorize the remuneration and assessment committee of the board of directors to exercise this right;
(6) Authorize the board of directors to handle all matters necessary for the ownership of incentive objects, including but not limited to submitting an application for ownership to the stock exchange, 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 company’s registered capital;
(7) Authorize the board of directors to handle the 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 the cancellation of the ownership qualification of the incentive object, the cancellation of the restricted stock of the incentive object that has not been vested, and the termination of the company’s restricted stock incentive plan;
(8) 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 this restricted stock 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;
(9) 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 restricted stock 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 and other intermediaries for the implementation of the restricted stock incentive plan.
4. Submit to the general meeting of shareholders of the company for approval, and the above authorization shall be valid from the date of approval by the general meeting of shareholders of the company to the period of validity of relevant matters.
Except for the matters that need to be adopted by the board of directors as specified in laws, administrative regulations, rules of the CSRC, normative documents, this restricted stock 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.
Mr. Lin Jianwei, Ms. Song Yi and Mr. Qiu Guohui, the directors of the company, are the incentive objects of this incentive plan. As affiliated directors, they avoid voting on the proposal.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4、 The proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted
It is agreed that the company will hold the second extraordinary general meeting of shareholders in 2022 on February 14, 2022 to review the proposals submitted by the board of directors.
The specific contents of the notice on convening the second extraordinary general meeting of shareholders in 2022 are detailed in the announcement published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
5、 Documents for future reference
1. Jolywood (Suzhou) Sunwatt Co.Ltd(300393) resolution of the 21st Meeting of the Fourth Board of directors; 2. Independent opinions of independent directors on matters related to the 21st Meeting of the Fourth Board of directors.
It is hereby announced.
Jolywood (Suzhou) Sunwatt Co.Ltd(300393) board of directors
January 26, 2022
