Sunwoda Electronic Co.Ltd(300207)
Report of the board of supervisors on the incentive plan for restricted shares and stock options in 2022
Verification opinions on the list of incentive objects (grant date)
The board of supervisors of Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as the “company”) shall, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) (hereinafter referred to as the “Listing Rules”), Shenzhen Stock Exchange GEM listed companies self regulatory guide No. 1 – business handling, and the Sunwoda Electronic Co.Ltd(300207) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, After reviewing the list of incentive objects (grant date) of the company’s restricted stock and stock option incentive plan in 2022, the verification opinions are as follows:
1. Among the 3306 incentive objects determined in the Sunwoda Electronic Co.Ltd(300207) 2022 restricted stock and stock option incentive plan (Draft) (hereinafter referred to as the “incentive plan” or the “incentive plan”), 6 incentive objects give up 6000 restricted shares granted by the incentive plan due to resignation or personal reasons, Ten incentive objects abandoned 20000 stock options granted by the incentive plan due to resignation or personal reasons. The board of directors of the company adjusted the equity shares abandoned by the above 16 incentive objects according to the authorization of the general meeting of shareholders. After the adjustment, the number of incentive objects was adjusted from 3306 to 3290, the number of restricted shares granted for the first time was adjusted from 8.24 million to 8.234 million, the number of stock options granted for the first time was adjusted from 16.69 million to 16.67 million, and the reserved number remained unchanged. In addition to the above adjustments, the incentive plan implemented by the company this time is consistent with the incentive plan deliberated and adopted at the second extraordinary general meeting of shareholders in 2022.
The above adjustment items comply with the requirements of relevant laws and regulations such as the management measures and the relevant provisions of the company’s incentive plan, and there is no damage to the interests of the company and shareholders.
2. The incentive objects of class II restricted shares and stock options granted by the incentive plan do not have the circumstances that they shall not become incentive objects as stipulated in Article 8 of the administrative measures:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Having the circumstances stipulated in the company law that they are not allowed to serve as directors and senior managers of the company;
(5) Circumstances under which it is prohibited to participate in equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
3. The incentive objects involved in the incentive plan are some directors and senior managers of the company, as well as middle-level managers and core technology (business) backbone (including holding subsidiaries) that the board of directors of the Company deems necessary to be encouraged. The incentive objects do not include independent directors and supervisors; Shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children do not participate in the incentive plan.
The incentive objects involved in this incentive plan include some foreign employees, mainly because the foreign incentive objects of the company play an important role in the company’s strategic development, operation and management, technology research and development, project construction, business expansion and corporate culture construction. Through this incentive plan, the construction of the company’s core talent team will be further promoted, which is in line with the actual situation and development needs of the company, It is conducive to the implementation of the company’s transformation and upgrading strategic objectives, the long-term healthy and sustainable development of the company and the maintenance of the long-term interests of the company’s shareholders.
4. The list of incentive objects granted by the incentive plan meets the qualifications specified in the company law, securities law and other laws, regulations and normative documents as well as the articles of association, the conditions of incentive objects specified in the administrative measures, listing rules and other laws, regulations and normative documents, and the conditions of incentive objects specified in the incentive plan of the company.
To sum up, the board of supervisors agrees with the list of incentive objects granted by the company in this incentive plan (after adjustment), and agrees that the company will grant 8.234 million class II restricted shares to 2248 eligible incentive objects and 16.67 million stock options to 1049 eligible incentive objects with February 11, 2022 as the first grant date of class II restricted shares and the first grant date of stock options.
It is hereby announced.
Sunwoda Electronic Co.Ltd(300207) board of supervisors
February 11, 2022
(there is no text on this page, which is the signature page of the Sunwoda Electronic Co.Ltd(300207) board of supervisors’ verification opinions on the list of incentive objects (grant date) of the restricted stock and stock option incentive plan in 2022) all supervisors:
Yuan Huiqiong, Li Weihong, Liu Rongbo
Sunwoda Electronic Co.Ltd(300207) board of supervisors February 11, 2022
