Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) board of supervisors
Verification opinions on the list of incentive objects reserved in the company's restricted stock and stock option incentive plan in 2021
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.
The board of supervisors of Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) (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), the stock listing rules of Shenzhen Stock Exchange and the measures for the administration of equity incentives of listed companies (hereinafter referred to as the administrative measures) The Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 2021 restricted stock and stock option incentive plan (Revised Draft) (hereinafter referred to as the "incentive plan (Revised Draft)") and the Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) articles of Association (hereinafter referred to as the articles of association) and other relevant provisions, Check the list of incentive objects reserved in the company's 2021 restricted stock and stock option incentive plan (hereinafter referred to as "2021 equity incentive plan"), and give the following verification opinions:
1. The incentive objects granted in this reserved part comply with the provisions of the company law, securities law, articles of association and other laws, regulations and normative documents, and meet the incentive object conditions specified in the management measures and incentive plan (Revised Draft).
2. The incentive objects comply with the scope of incentive objects specified in the company's 2021 equity incentive plan, and are all other core managers and business backbones of the company. All incentive objects work in the company and have signed labor contracts or employment contracts.
3. No incentive object has any of the following circumstances:
(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) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
4. Among the incentive objects granted this time, there are no independent directors or supervisors, who hold 5% of the listed company alone or in total
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
The shareholders or actual controllers of the above shares and their spouses, parents and children, the subject qualification of the incentive object granted with reserved rights and interests this time is legal and effective.
5. Neither the company nor the incentive object granted the reserved rights and interests this time shall be granted / granted restricted shares and stock options. The conditions for the incentive object granted the reserved rights and interests in the 2021 equity incentive plan to be granted stock options and restricted shares have been met.
6. The grant date of reserved rights and interests in 2021 equity incentive plan complies with the provisions on the grant date in the administrative measures and incentive plan (Revised Draft).
In conclusion, the board of supervisors believes that the incentive objects of the company meet the incentive object conditions specified in the company law, management measures and other relevant laws, regulations, rules and normative documents, and meet the incentive object scope specified in the incentive plan (Revised Draft). The subject qualification of some incentive objects reserved in the 2021 equity incentive plan of the company is legal and effective. The conditions for granting the reserved part of the company's 2021 equity incentive plan have been met. It is agreed that the company will grant a total of 14928 restricted shares and 59712 stock options to 31 eligible incentive objects on February 21, 2022 as the date for granting the reserved rights and interests of the 2021 equity incentive plan. It is hereby announced.
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) board of supervisors
February 21, 2022
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
(there is no text on this page, which is the signature page of the verification opinions of the Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) board of supervisors on the list of incentive objects reserved for the company's restricted stock and stock option incentive plan in 2021)
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) board of supervisors
February 21, 2022
