Securities code: 000560 securities abbreviation: 5I5J Holding Group Co.Ltd(000560) Announcement No.: 2022-006 5I5J Holding Group Co.Ltd(000560)
Announcement on the resolution of the 13th meeting of the 10th board of supervisors and review opinions on matters related to the revision of the second phase of employee stock ownership plan
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
The notice of the 13th meeting of the 10th board of supervisors (hereinafter referred to as "the company") was sent to all supervisors in writing by e-mail on February 11, 2022. The meeting of supervisors will be held on February 16, 2022 under the premise of full voting. Five supervisors should attend the meeting, and five supervisors actually attended the meeting by means of communication voting. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
After full discussion and deliberation by the supervisors present at the meeting, the following resolutions were reached at the meeting:
1. Review the proposal on Revising the second phase of employee stock ownership plan (Revised Draft) and summary of 5I5J Holding Group Co.Ltd(000560)
The company held the 10th meeting of the 10th board of directors and the 2020 annual general meeting of shareholders on May 14, 2021 and May 26, 2021 respectively, and deliberated and adopted the proposal on and summary (hereinafter referred to as "this ESOP" or "phase II ESOP"). Since then, due to the changes in the total number of employees and supervisors participating in the employee stock ownership plan, the company held the 10th meeting of the 10th board of directors on June 23, 2021 within the scope of the authorization of the company's 2020 annual general meeting of shareholders to the board of directors on matters related to the employee stock ownership plan, Part of the contents of the second phase of the employee stock ownership plan and its management measures were revised to form the 5I5J Holding Group Co.Ltd(000560) second phase of the employee stock ownership plan (Revised Draft) (hereinafter referred to as the "revised draft of the employee stock ownership plan").
In combination with the actual situation of the second phase of the employee stock ownership plan, in order to ensure the better implementation of the employee stock ownership plan, under the framework and principles of the revised draft of the employee stock ownership plan, the company plans to further refine and clarify some contents of the plan; In addition, due to the changes in the situation of supervisors and senior managers participating in the employee stock ownership plan, the board of directors of the company plans to revise some contents of the revised draft and summary of the employee stock ownership plan within the scope of authorization of the company's 2020 annual general meeting of shareholders. After carefully reviewing the relevant materials of the revised ESOP and full and comprehensive discussion and analysis by all supervisors, the board of supervisors of the company issued the following audit opinions on the revision of the ESOP:
After review, the board of supervisors of the company believes that the revision of the employee stock ownership plan is based on the actual situation of the implementation of the second phase of the employee stock ownership plan, and the revised 5I5J Holding Group Co.Ltd(000560) second phase of the employee stock ownership plan (second revision of the draft) and the abstract comply with the company law of the people's Republic of China (hereinafter referred to as the "company law") According to the provisions and requirements of the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies and other relevant laws, regulations, normative documents and the articles of association, the procedures and decisions for considering and revising the proposals related to the second phase of the company's employee stock ownership plan are legal and effective, There are no circumstances prohibited by relevant regulations and damaging the interests of the company and all shareholders; The second phase of the company's employee stock ownership plan is the voluntary participation of employees, and there is no situation in which employees are forced to participate in the employee stock ownership plan by means of apportionment, forced distribution and so on; This revision is in line with the actual situation of the company's phase II employee stock ownership plan and is conducive to promoting the long-term, sustainable and healthy development of the company.
Mr. Hua Jiajun, Ms. Liu Bo and Ms. Xu Na, the supervisors of the company, are the participants of the employee stock ownership plan. They avoid voting on this proposal, and two non affiliated supervisors of the company vote. Voting results of non affiliated supervisors: 2 in favor, 0 against and 0 abstention.
Since the number of non affiliated supervisors is less than half of the number of the board of supervisors, the board of supervisors is unable to form a resolution on this proposal. According to the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the second phase of the company's employee stock ownership plan, which was deliberated and approved by the company's 2020 annual general meeting of shareholders, the general meeting of shareholders has authorized the board of directors to handle matters related to the employee stock ownership plan. This proposal can be considered and approved by the board of directors of the company without submitting it to the general meeting of shareholders for deliberation.
2. Review the proposal on Revising the administrative measures for the second phase of employee stock ownership plan (Revised Draft)
In view of the revision of the second phase employee stock ownership plan (Revised Draft) and some contents of the abstract, the company revised the relevant contents of the management measures for 5I5J Holding Group Co.Ltd(000560) second phase employee stock ownership plan (Revised Draft) simultaneously. After review, the board of supervisors of the company believes that the revised Measures for the administration of 5I5J Holding Group Co.Ltd(000560) phase II employee stock ownership plan (second revision of the draft) complies with the provisions and requirements of relevant laws, regulations, normative documents and the articles of association, such as the company law, the Securities Law, the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies, and the content is legal and effective.
Mr. Hua Jiajun, Ms. Liu Bo and Ms. Xu Na, the supervisors of the company, are the participants of the employee stock ownership plan. They avoid voting on this proposal, and two non affiliated supervisors of the company vote. Voting results of non affiliated supervisors: 2 in favor, 0 against and 0 abstention.
Since the number of non affiliated supervisors is less than half of the number of the board of supervisors, the board of supervisors is unable to form a resolution on this proposal. According to the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the second phase of the company's employee stock ownership plan, which was deliberated and approved by the company's 2020 annual general meeting of shareholders, the general meeting of shareholders has authorized the board of directors to handle matters related to the employee stock ownership plan. This proposal can be considered and approved by the board of directors of the company without submitting it to the general meeting of shareholders for deliberation.
3、 Documents for future reference
The resolution of the 13th meeting of the 10th board of supervisors signed by the participating supervisors and stamped with the seal of the board of supervisors.
It is hereby announced.
5I5J Holding Group Co.Ltd(000560) board of supervisors
February 17, 2022
