Securities code: 301028 securities abbreviation: Xiamen East Asia Machinery Industrial Co.Ltd(301028) Announcement No.: 2021-041 Xiamen East Asia Machinery Industrial Co.Ltd(301028)
Announcement of resolutions of the 13th 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
Xiamen East Asia Machinery Industrial Co.Ltd(301028) (hereinafter referred to as “the company”) ）The 13th meeting of the second board of supervisors was held in the company’s conference room on December 23, 2021. The notice of the meeting was sent to all supervisors by mail on December 17, 2021. The meeting was convened and presided over by Mr. Lu Wenyong, chairman of the board of supervisors. There were 3 supervisors who should attend the meeting, 3 supervisors who actually attended the meeting, and the company’s senior managers attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the relevant provisions of the company law of the people’s Republic of China and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
After careful deliberation by the attending supervisors, the following resolutions are formed:
(i) Deliberated and adopted the “about the company”
<2021 年限制性股票激励计划（草案）>
And its abstract
After review, The board of supervisors held that the contents of the company’s restricted stock incentive plan (Draft) in 2021 and its abstract comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, the Listing Rules of Shenzhen Stock Exchange gem shares, and the guide for business handling of GEM listed companies No. 5 – equity incentive And other relevant laws, regulations and normative documents. The implementation of this incentive plan will be conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders. Therefore, the board of supervisors unanimously agreed that the company will implement the restricted stock incentive plan in 2021.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com..cn. ）Restricted stock incentive plan for 2021 (Draft) and its abstract.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
（2） Deliberated and adopted the “about the company”
<2021 年限制性股票激励计划实施考核管理办法>
Proposal for
The company’s management measures for the assessment of the implementation of restricted stock incentive plan in 2021 comply with the provisions of relevant laws and regulations and the actual situation of the company, which can ensure the smooth implementation of the company’s restricted stock incentive plan in 2021, further improve the corporate governance structure and form a good and balanced value distribution system, Establish a benefit sharing and restraint mechanism between shareholders and employees of the company.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com..cn. ）Management measures for the implementation and assessment of restricted stock incentive plan in 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
（3） Deliberated and adopted the “on verification of the company”
<2021 年限制性股票激励计划首次拟激励对象名单>
Proposal for
After the preliminary review of the list of incentive objects to be granted, the board of supervisors of the company believes that:
1. The persons listed in the list of incentive objects of the company’s restricted stock incentive plan have the qualifications specified in the company law of the people’s Republic of China and other laws, regulations and normative documents and the articles of association.
2. The incentive object does not have the situation that it is not allowed to be an incentive object as stipulated in Article 8 of the measures for the administration of equity incentive of listed companies:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within 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 equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
3. The personnel listed in the list of incentive objects of this incentive plan meet the incentive object conditions specified in the administrative measures for equity incentive of listed companies and other documents, and meet the incentive object conditions specified in the incentive plan. The incentive objects of the plan include Han Wenhao, one of the actual controllers of the company (the son of Han Yinghuan and Luo Xiuying), who serves as the director, general manager and Secretary of the board of directors of the company and belongs to the core technology of the company (business) personnel, responsible for the overall daily operation and management of the company, responsible for organizing the implementation of the company’s overall strategic plan, which plays an important role in whether the business objectives can be achieved. Foreign incentive objects Han Wenhan (the son of Han Yinghuan and Luo Xiuying, the actual controller) and Li Lingfeng serve as the R & D Specialist, Han Wenxin (the son of Han Yinghuan and Luo Xiuying, the actual controllers) serves as the human resources manager and belongs to the middle management and core technical (business) personnel of the company. The above-mentioned personnel can become incentive objects according to relevant regulations. Except for the above circumstances, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children do not participate in the incentive plan.
In conclusion, the incentive objects listed in the incentive plan meet the conditions specified in relevant laws, and they are legal and effective as the incentive objects of the restricted stock incentive plan.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com..cn. ）List of first proposed incentive objects of restricted stock incentive plan in 2021.
The company will publicize the names and positions 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. The board of supervisors of the company will review the list of incentive objects, fully listen to the publicity opinions, and disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects 5 days before the shareholders’ meeting of the company deliberates the equity incentive plan.
Voting results: 3 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolution of the 13th meeting of the second board of supervisors.
It is hereby announced.
Xiamen East Asia Machinery Industrial Co.Ltd(301028) board of supervisors December 23, 2021
