Securities code: 002758 securities abbreviation: Zjamp Group Co.Ltd(002758) Announcement No.: 2021-068
Bond Code: 128040 bond abbreviation: Huatong convertible bond
Announcement on resolutions of the 15th meeting of the 4th 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.
Zjamp Group Co.Ltd(002758) (hereinafter referred to as “the company”) ）The 15th meeting of the 4th board of supervisors was notified by on-site delivery and telephone on December 16, 2021, and held by on-site voting in the conference room on the 8th floor, building 3, Zhejiang agricultural science and Technology Innovation Park, 768 Jianghong Road, Binjiang District, Hangzhou on December 23, 2021. The meeting was presided over by Mr. Chen Zhihao, chairman of the board of supervisors of the company. There were 3 supervisors and 3 actual supervisors. The Secretary of the board of directors attended the meeting as nonvoting delegates. The convening, convening and voting procedures of the meeting shall comply with the company law of the people’s Republic of China, the articles of association and other relevant provisions.
1、 Deliberation at the meeting of the board of supervisors
After careful deliberation by the attending supervisors, the following resolutions are formed:
1. The company’s
<2021 年限制性股票激励计划（草案）>
And its abstract
Voting results: 3 in favor, 0 against and 0 abstention.
After review, The board of supervisors believes that the company’s restricted stock incentive plan (Draft) for 2021 and its abstract comply 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”) and the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) ）And other relevant laws, regulations and normative documents. Through the implementation of this restricted stock plan, the company will further deepen the reform of the company’s operation and management mechanism, improve the corporate governance structure, improve the long-term incentive and restraint mechanism, encourage the company’s core operation and management team and key employees to innovate and forge ahead, and realize the long-term steady development of the company and the maximization of shareholder value. Therefore, 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.
See the Zjamp Group Co.Ltd(002758) 2021 restricted stock incentive plan (Draft) and its abstract disclosed on cninfo.com. CN on the same day, and the summary of Zjamp Group Co.Ltd(002758) 2021 restricted stock incentive plan (Draft) (Announcement No.: 2021-069) disclosed in the securities times at the same time 。 The independent directors of the company expressed their independent opinions on the proposal. For details, see http://www.cn.info.com.cn.
This proposal must be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2. The company’s
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Proposal for
Voting results: 3 in favor, 0 against and 0 abstention.
After review, the board of supervisors believes that the company’s management measures for the implementation and assessment of the restricted stock incentive plan in 2021 aims to ensure the smooth implementation of the company’s restricted stock incentive plan in 2021, ensure the standardized operation of the equity incentive plan, comply with the provisions of relevant laws, regulations, normative documents and the actual situation of the company, and is conducive to further improving the corporate governance structure of the company, Form a well-balanced value distribution system and establish a benefit sharing and restraint mechanism between shareholders, the company’s core operation and management team and key employees.
For details, please refer to the management measures for the implementation and assessment of Zjamp Group Co.Ltd(002758) 2021 restricted stock incentive plan disclosed on cninfo.com. CN on the same day. The independent directors of the company have expressed their independent opinions on the proposal. For details, please refer to cninfo.com (www.cn. Info. Com.. CN.) this proposal must be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3. The review and approval of the
<2021 年限制性股票激励计划激励对象名单>
Proposal for
Voting results: 3 in favor, 0 against and 0 abstention.
Upon review, the board of supervisors believes that:
(i) The personnel listed in the list of incentive objects of the company’s restricted stock incentive plan have the qualifications specified in the company law, securities law and other laws, regulations and normative documents as well as the articles of association.
（2） The incentive object to be granted does not have any of the following circumstances that may not become an incentive object as stipulated in Article 8 of the administrative measures:
(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.
The incentive objects of this equity incentive plan meet the incentive object conditions specified in the management measures and the scope of incentive objects specified in the company’s restricted stock incentive plan (Draft) in 2021. Its main qualification as the incentive object of this restricted stock incentive plan is legal and effective.
（3） The incentive objects involved in this equity incentive plan do not include the company’s independent directors, external directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
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 will disclose the audit and publicity of the list of incentive objects 3 to 5 days before the shareholders’ meeting considers the equity incentive plan.
For details, see the list of incentive objects of Zjamp Group Co.Ltd(002758) 2021 restricted stock incentive plan disclosed on cninfo.com. CN on the same day.
4. The proposal on the extension of some raised investment projects of the company was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention.
After review, the board of supervisors believes that the extension of the investment project with raised funds is conducive to promoting the construction and use of the investment project with raised funds to be more in line with the actual needs and the company’s business development strategy and actual situation. The extension of the fund-raising investment project does not change the investment direction, implementation subject and substantive content of the project implementation of the raised funds, complies with the relevant laws, regulations and normative documents on the use of the raised funds of listed companies by China Securities Regulatory Commission and Shenzhen Stock Exchange, as well as the provisions of the articles of association, and conforms to the interests of the company and all shareholders, There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of shareholders.
For details, please refer to the announcement on the extension of some raised investment projects of the company (Announcement No.: 2021-071) published in the securities times and cninfo (www.cn. Info. Com.. CN), the designated information disclosure media of the company, on the same day.
This proposal must be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
5. The proposal on closing some raised investment projects of the company, permanently replenishing working capital with surplus raised funds and changing the purpose of some raised funds was reviewed and approved
Voting results: 3 in favor, 0 against and 0 abstention.
After review, the board of supervisors believes that the closing of some raised investment projects, the permanent supplement of working capital with the surplus raised funds and the change of the use of some raised funds are conducive to improving the use efficiency of raised funds, promoting the improvement of the company’s operation and management efficiency, in line with the company’s business development strategy and actual situation, and in line with the requirements of the CSRC The relevant laws, regulations and normative documents of Shenzhen Stock Exchange on the use of the raised funds of listed companies and the provisions of the articles of association are in line with the interests of the company and all shareholders, and there is no damage to the interests of shareholders. Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
For details, please refer to the announcement on closing some of the company’s raised investment projects, permanently replenishing the surplus raised funds and changing the purpose of some raised funds (Announcement No.: 2021-072) published in the securities times and cninfo (www.cn. Info. Com.. CN), the designated information disclosure media of the company.
This proposal must be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Documents for future reference
Resolution of the 15th meeting of the 4th board of supervisors of the company.
It is hereby announced.
Zjamp Group Co.Ltd(002758) board of supervisors December 24, 2021
