Securities code: 002610 securities abbreviation: Jiangsu Akcome Science And Technology Co.Ltd(002610) Announcement No.: 2022-013 Jiangsu Akcome Science And Technology Co.Ltd(002610)
Announcement of resolutions of the 67th extraordinary 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、 Convening of the board of directors:
The 67th interim meeting of the Fourth Board of directors of Jiangsu Akcome Science And Technology Co.Ltd(002610) (hereinafter referred to as “the company” or ” Jiangsu Akcome Science And Technology Co.Ltd(002610) “) was held on January 26, 2022 in the conference room on the third floor of Jintang road company in Zhangjiagang Economic Development Zone by on-site combined with communication voting (all directors were notified by e-mail on January 25, 2022). The meeting was presided over by Mr. Zou Chenghui, chairman of the board of directors. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting. Among them, independent directors Geng naifan, he Qian and Yang Shenggang attended the meeting by means of communication voting, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening procedures of this meeting comply with the company law of the people’s Republic of China and other laws, regulations and the articles of association, and are legal and effective. 2、 Deliberations at the board meeting:
After deliberation, all directors considered the following proposals by open ballot:
(I) the meeting passed the proposal on the company’s stock option and restricted stock incentive plan in 2022 (Draft) and its summary by 3 votes in favor, 0 against and 0 abstention
In order to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain the company’s professional management, technical and business talents, fully mobilize their enthusiasm and creativity, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, and effectively combine the interests of shareholders, the company and employees, To make all parties pay common attention to the long-term development of the company and ensure the realization of the company’s development strategy and business objectives, the company has formulated the stock option and restricted stock incentive plan for Jiangsu Akcome Science And Technology Co.Ltd(002610) 2022 (Draft) and its summary in accordance with the provisions of relevant laws, regulations and normative documents and in combination with the actual situation of the company.
For details, please refer to the company’s disclosure on China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN) on the same day The Jiangsu Akcome Science And Technology Co.Ltd(002610) 2022 stock option and restricted stock incentive plan (Draft) and its abstract. Independent directors have expressed relevant independent opinions on this proposal. For details, please refer to the company’s disclosure on cninfo.com.cn on the same day Relevant independent opinions of independent directors on the resolutions of the 67th extraordinary meeting of the Fourth Board of directors.
The directors Ms. yuan yuan, Mr. Zhang Jinjian and Ms. Zou Xiaoyu were the incentive objects of the stock option and restricted stock incentive plan, and the director Mr. Zou Chenghui was the younger brother of Ms. Zou Xiaoyu, who avoided voting. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) the meeting passed the proposal on the management measures for the implementation of the 2022 stock option and restricted stock incentive plan of the company by 3 affirmative votes, 0 negative votes and 0 abstention votes
In order to ensure the smooth implementation of the company’s 2022 stock option and restricted stock incentive plan and the realization of the company’s development strategy and business objectives, the management measures for the implementation and assessment of Jiangsu Akcome Science And Technology Co.Ltd(002610) 2022 stock option and restricted stock incentive plan are formulated in accordance with the provisions of relevant laws, regulations and normative documents and in combination with the actual situation of the company.
For details, please refer to the company’s disclosure on China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN) on the same day Management measures for the implementation and assessment of Jiangsu Akcome Science And Technology Co.Ltd(002610) 2022 stock option and restricted stock incentive plan.
The directors Ms. yuan yuan, Mr. Zhang Jinjian and Ms. Zou Xiaoyu were the incentive objects of the stock option and restricted stock incentive plan, and the director Mr. Zou Chenghui was the younger brother of Ms. Zou Xiaoyu, who avoided voting. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(III) the meeting adopted the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 stock option and restricted stock incentive plan with 3 affirmative votes, 0 negative votes and 0 abstention votes
In order to specifically implement the 2022 stock option and restricted stock incentive plan of the company, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to fully handle the matters related to the 2022 stock option and restricted stock incentive plan:
(I) request the general meeting of shareholders to authorize the board of directors to be specifically responsible for the implementation of the stock option and restricted stock incentive plan in 2022:
1. Authorize the board of directors to determine the grant date of stock option and restricted stock incentive plan in 2022;
2. Authorize the board of directors to adjust the number of restricted shares and stock options in accordance with the methods specified in the 2022 stock option and restricted stock 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, and allotment of shares;
3. Authorize the board of directors to adjust the granting price of restricted shares and the exercise price of stock options in accordance with the methods specified in the 2022 stock option and 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 2022 stock options and restricted shares to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for granting 2022 stock options and restricted shares;
5. Authorize the board of directors to review and confirm the unlocking / exercise qualification and unlocking / exercise conditions of the incentive objects of the stock option and restricted stock incentive plan in 2022, and agree that the board of directors will authorize the remuneration and assessment committee of the board of directors of the company to exercise this right;
6. Authorize the board of directors to decide whether the incentive object can be unlocked / exercised;
7. Authorize the board of directors to handle all matters necessary for the unlocking of incentive objects, including but not limited to applying to the stock exchange for unlocking / exercising rights, applying to the registration and settlement company for handling relevant registration and settlement 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 the locking of restricted shares and stock options that have not been unlocked;
9. Authorize the board of directors to handle the procedural procedures such as the change and termination of the stock option and restricted stock incentive plan in 2022, including but not limited to the cancellation of the unlocking qualification of the incentive object, the repurchase and cancellation of the restricted stock of the incentive object that has not been unlocked, and the cancellation of the stock option of the incentive object that has not been exercised, Handle the inheritance of restricted shares / stock options that have not been unlocked / exercised by the deceased incentive object, and terminate the company’s 2022 stock options and restricted stock incentive plan; However, if laws, regulations or relevant regulatory authorities require such changes and termination to be approved by the general meeting of shareholders or relevant regulatory authorities, such resolutions of the board of directors must be approved accordingly;
10. Authorize the board of directors to manage or adjust the 2022 stock option and restricted stock incentive plan of the company, 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 changes and termination to be approved by the general meeting of shareholders or relevant regulatory authorities, such resolutions of the board of directors must be approved accordingly;
11. Authorize the board of directors to handle all matters necessary for the repurchase and cancellation of restricted shares listed in the 2022 stock option and restricted stock incentive plan that need to be repurchased and cancelled but have not been unlocked; Authorize the board of directors to handle all matters necessary for the cancellation of stock options listed in the 2022 stock option and restricted stock incentive plan that need to cancel the stock options of incentive objects that have not been exercised;
12. Authorize the board of directors to implement other necessary matters required by the 2022 stock option and restricted stock incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents.
(II) request 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 on the stock option and restricted stock incentive plan of the company in 2022; 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 handle other matters related to the equity incentive plan.
(III) request the general meeting of shareholders to authorize the board of directors to appoint intermediary institutions such as receiving banks, accountants and lawyers for the implementation of the incentive plan.
(IV) request the general meeting of shareholders to agree that the period of authorization to the board of directors is consistent with the validity of the stock option and restricted stock incentive plan in 2022.
The directors Ms. yuan yuan, Mr. Zhang Jinjian and Ms. Zou Xiaoyu were the incentive objects of the stock option and restricted stock incentive plan, and the director Mr. Zou Chenghui was the younger brother of Ms. Zou Xiaoyu, who avoided voting. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) the meeting passed the proposal on the company’s phase I employee stock ownership plan (Draft) and its summary by 6 affirmative votes, 0 negative votes and 0 abstention votes
In order to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain the company’s professional management, technical and business talents, fully mobilize their enthusiasm and creativity, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, and effectively combine the interests of shareholders, the company and employees, To make all parties pay common attention to the long-term development of the company and ensure the realization of the company’s development strategy and business objectives, the company has formulated the Jiangsu Akcome Science And Technology Co.Ltd(002610) phase I employee stock ownership plan (Draft) and its summary in accordance with the provisions of relevant laws, regulations and normative documents and in combination with the actual situation of the company.
For details, please refer to the company’s disclosure on China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN) on the same day The first phase of Jiangsu Akcome Science And Technology Co.Ltd(002610) employee stock ownership plan (Draft) and its abstract. Independent directors have expressed relevant independent opinions on this proposal. For details, please refer to the company’s disclosure on cninfo.com.cn on the same day Relevant independent opinions of independent directors on the resolutions of the 67th extraordinary meeting of the Fourth Board of directors.
Mr. Zou Chenghui, the director, participated in the ESOP and avoided voting.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(V) the meeting passed the proposal on the company’s management measures for the first phase of employee stock ownership plan by 6 votes in favor, 0 against and 0 abstention
In order to standardize the implementation of the company’s employee stock ownership plan, the management measures for Jiangsu Akcome Science And Technology Co.Ltd(002610) phase I employee stock ownership plan are formulated in accordance with the provisions of relevant laws, regulations and normative documents and in combination with the actual situation of the company.
For details, please refer to the company’s disclosure on China Securities News, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN) on the same day Management measures for Jiangsu Akcome Science And Technology Co.Ltd(002610) phase I employee stock ownership plan.
Mr. Zou Chenghui, the director, participated in the ESOP and avoided voting.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VI) the meeting adopted the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the employee stock ownership plan with 6 affirmative votes, 0 negative votes and 0 abstention votes
In order to ensure the smooth implementation of the employee stock ownership plan, 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 first phase of the employee stock ownership plan. The specific contents of the authorization include but are not limited to the following matters: (I) authorize the board of directors to implement or revise the current employee stock ownership plan;
(II) authorize the board of directors to decide on the change and termination of the current employee stock ownership plan, including but not limited to the current employees;
(III) authorize the board of directors to make a decision on the extension and early termination of the duration of the current employee stock ownership plan; (IV) authorize the board of directors to handle the locking and unlocking of the shares held in the current employee stock ownership plan;
(V) authorize the board of directors to determine or change the management organization of the current employee stock ownership plan and sign relevant agreements (if any);
(VI) if relevant laws, regulations and policies change, authorize the board of directors to make corresponding adjustments to the current employee stock ownership plan according to the new policies;
(VII) authorize the board of directors to explain the current employee stock ownership plan;
(VIII) authorize the board of directors to handle other necessary matters required by the current employee stock ownership plan, except the rights to be exercised by the general meeting of shareholders specified in relevant documents.
The above authorization shall be valid from the date of adoption of the general meeting of shareholders to the date of completion of the implementation of the employee stock ownership plan.
Mr. Zou Chenghui, the director, participated in the ESOP and avoided voting.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VII) the meeting adopted the proposal on convening the second extraordinary general meeting of shareholders in 2022 by 7 affirmative votes, 0 negative votes and 0 abstention votes
It is agreed that the company will hold the second extraordinary general meeting of shareholders in 2022 on the afternoon of February 15, 2022 to consider the above matters that should be submitted to the general meeting of shareholders for deliberation.
The notice on convening the second extraordinary general meeting of shareholders in 2022 was published on the same day in China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN). 3、 Documents for future reference
1. Resolutions of the 67th interim meeting of the Fourth Board of directors;
2. Independent directors’ relevant independent opinions on the resolutions of the 67th extraordinary meeting of the Fourth Board of directors. It is hereby announced!
Jiangsu Akcome Science And Technology Co.Ltd(002610) board of directors January 27, 2002
