Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
Securities code: 003021 securities abbreviation: Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) Announcement No.: 2022-014 Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
Announcement of resolutions of the 11th meeting of the second board of supervisors
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
1. Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) (hereinafter referred to as “the company”) sent the notice of the 11th meeting of the second board of supervisors to all supervisors by means of communication on February 15, 2022.
2. The meeting was held on site in the company’s conference room on February 21, 2022.
3. Three supervisors should be present at the meeting and three actually present. The meeting was convened and presided over by Mr. Zhen Xuejun, chairman of the board of supervisors, and Ms. Qiu Zelian, Secretary of the board of directors, attended the meeting as a nonvoting delegate. 4. The meeting shall be held in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) and other relevant laws and regulations and the relevant provisions of the Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) articles of association. 2、 Deliberation at the meeting of the board of supervisors (I) the proposal on granting restricted shares and stock options to incentive objects and reserving restricted shares and stock options in the incentive plan for 2021 was deliberated and adopted
After deliberation, the board of supervisors believes that the incentive objects of the company meet the incentive object conditions stipulated in the company law, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other relevant laws, regulations, rules and normative documents, Comply with the scope of incentive objects specified in 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)). The subject qualification of some incentive objects reserved in the company’s 2021 restricted stock and stock option incentive plan (hereinafter referred to as “2021 equity incentive plan”) 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.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on granting restricted stocks and stock options to incentive objects and reserving restricted stocks and stock options in the incentive plan for 2021.
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
The proposal was adopted with 3 affirmative votes, 0 abstention and 0 opposition.
(II) the proposal on verifying the list of incentive objects reserved in the company’s 2021 restricted stock and stock option incentive plan was reviewed and approved
After deliberation, 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 scope of incentive objects 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. See cninfo.com for the list of incentive objects reserved for the incentive plan of restricted shares and stock options in 2021（ http://www.cn.info.com.cn. ）。
The proposal was adopted with 3 affirmative votes, 0 abstention and 0 opposition.
(III) the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options was deliberated and adopted
The board of supervisors checked the repurchase and cancellation of some restricted shares and issued the following verification opinions:
Up to now, Zhang Yang and Tang Wenhua, two incentive objects of the company, have gone through relevant resignation procedures, resulting in that they no longer meet the incentive object conditions of the incentive plan (Revised Draft). The company plans to repurchase and write off 9600 restricted shares granted but not lifted, and plans to cancel 24000 stock options granted but not exercised. The board of supervisors has verified the above repurchase and cancellation of some restricted shares, cancellation of some stock options and the list of incentive objects. The above repurchase and cancellation of some restricted shares and cancellation of some stock options comply with the measures for the administration of equity incentive of listed companies, the company’s incentive plan (Revised draft) and other relevant provisions, Agree to repurchase and cancel some restricted shares and cancel some stock options in accordance with the provisions.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on repurchasing and canceling some restricted stocks and canceling some stock options in the 2021 restricted stock and stock option incentive plan and adjusting the repurchase price.
The proposal was adopted with 3 affirmative votes, 0 abstention and 0 opposition.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. (IV) the proposal on the proposed change of the company’s registered capital and amendment of the articles of association was deliberated and adopted
Since the company will grant restricted shares reserved in the 2021 restricted stock and stock option incentive plan to the incentive objects and repurchase and cancel the restricted shares granted but not lifted by the resigned incentive objects, the registered capital and total share capital of the company will change. According to the company law, the guidelines for the articles of Association of listed companies and other relevant provisions, The company needs to revise some articles of the Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) articles of association in accordance with the provisions of relevant laws and regulations and normative documents and in combination with the actual situation of the company. The final revision is subject to the approval result of the industrial and commercial registration department.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）About
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
Announcement on the proposed change of the company’s registered capital and amendment of the articles of association.
The proposal was adopted with 3 affirmative votes, 0 abstention and 0 opposition.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. 3、 Documents for future reference 1. Resolutions of the 11th meeting of the second board of supervisors; 2. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) board of supervisors
February 21, 2022
