Shanghai Supezet Engineering Technology Corp.Ltd(688121)
Notice of the board of supervisors on matters related to the restricted stock incentive plan in 2022
Verification opinions
Shanghai Supezet Engineering Technology Corp.Ltd(688121) (hereinafter referred to as “the company”) the board of supervisors in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) Securities Law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”), self regulatory guidelines for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information And other relevant laws, regulations and normative documents, as well as the relevant provisions of the Shanghai Supezet Engineering Technology Corp.Ltd(688121) articles of Association (hereinafter referred to as the “articles of association”), have verified the company’s restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”, and the verification opinions are as follows:
1. The company is not allowed to implement equity incentive as stipulated in the administrative measures for equity incentive of listed companies
The following situations:
(1) The financial accounting report of the most recent fiscal year was given a negative opinion by the certified public accountant or could not be used
Audit reports expressing opinions;
(2) The internal control over the financial report of the latest fiscal year was given a negative opinion or none by the certified public accountant
Audit reports expressing opinions in accordance with the law;
(3) Within the last 36 months after the listing, there have been cases of non-compliance with laws and regulations, the articles of association and public commitments
Distribution of profits;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
The company is qualified to implement the equity incentive plan.
2. The incentive objects determined in this restricted stock incentive plan of the company have the qualifications specified in the company law, securities law, listing rules and other laws, regulations and normative documents and the articles of association, and there are no 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) In the last 12 months, he was punished by the administrative division of the CSRC and its dispatched offices for major violations of laws and regulations
Impose fines or take market entry prohibition measures;
(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.
The incentive object does not include the independent directors and supervisors of the company.
The incentive objects meet the incentive object conditions specified in the administrative measures and listing rules, and meet the incentive object scope specified in the incentive plan (Draft). Their subject qualification as the incentive object of the company’s restricted stock incentive plan is legal and effective. The company will publicize the names and job categories of incentive objects within the company through the company’s website or other channels before the general meeting of shareholders, and the publicity period shall not be less than 10 days.
3. The formulation, review process and contents of the incentive plan (Draft) comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the listing rules and so on; The granting and vesting arrangements of restricted shares of each incentive object (including the granting quantity, granting date, granting conditions, granting price, term of office, vesting conditions, vesting date and other matters) do not violate the provisions of relevant laws and regulations, and do not infringe the interests of the company and all shareholders. The relevant proposals of this restricted stock incentive plan can only be implemented after being submitted to the general meeting of shareholders for deliberation and approval.
4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
5. The implementation of the equity incentive plan by the company is conducive to further improve the corporate governance structure, improve the corporate incentive mechanism, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, and is conducive to the sustainable development of the company, without damaging the interests of the company and all shareholders.
To sum up, we agree that the company will implement the restricted stock incentive plan in 2022.
Shanghai Supezet Engineering Technology Corp.Ltd(688121) board of supervisors February 25, 2022
