Securities code: 300648 securities abbreviation: Fujian Nebula Electronics.Ltd(300648) Announcement No.: 2021-126 Fujian Nebula Electronics.Ltd(300648)
Announcement on resolutions of the 10th meeting of the third 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.
Fujian Nebula Electronics.Ltd(300648) (hereinafter referred to as “the company”) ）The notice and meeting materials of the 10th meeting of the third board of supervisors were sent to all supervisors by hand and e-mail on December 20, 2021. The meeting was held in the conference room of the company at No. 6 Shishi Road, Mawei District, Fuzhou on December 27, 2021. The meeting was convened and presided over by Mr. Guo Jinhong, chairman of the board of supervisors of the company. There were 3 supervisors who should be present and 3 actually present. All the supervisors of the company attended the meeting in person. The convening and convening of this meeting of the board of supervisors comply with the company law of the people’s Republic of China, the Fujian Nebula Electronics.Ltd(300648) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, and are legal and effective.
After careful deliberation by the supervisors attending the meeting, the following resolutions were adopted by open ballot one by one:
1、 Deliberated and adopted the “about the company”
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And its summary, the voting results were: 3 in favor, 0 against and 0 abstention.
After reviewing the company’s restricted stock incentive plan (Draft) for 2021 and its abstract, the board of supervisors believes that the contents of the restricted stock incentive plan (Draft) for 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 and the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in December 2020), guidelines for business handling of companies listed on GEM No. 5 – equity incentive and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association, have fulfilled relevant legal procedures, which is conducive to the sustainable development of the company, and there is no obvious damage to the interests of the company and all shareholders.
For details of the restricted stock incentive plan for 2021 (Draft) and its abstract, see China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com, the designated information disclosure media of the company, on December 28, 2021（ http://www.cn.info.com..cn. ）Relevant contents of.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and shall be approved by more than two-thirds of the total voting shares held by unrelated shareholders attending the general meeting of shareholders.
2、 Deliberated and adopted the “about the company”
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The voting results were: 3 in favor, 0 against and 0 abstention.
After reviewing the company’s management measures for the implementation and assessment of the restricted stock incentive plan in 2021, the board of supervisors believes that the company’s management measures for the implementation and assessment of the restricted stock incentive plan in 2021 complies with the provisions of relevant laws, regulations, normative documents and the actual situation of the company, and can ensure the smooth implementation of the company’s restricted stock incentive plan in 2021, Further improve the corporate governance structure, form a good value distribution system, fully mobilize the enthusiasm of the directors, senior managers, middle managers and core technical (business) backbone employees of the company and its holding subsidiaries, and make them work more honestly and diligently, so as to ensure the steady improvement of the company’s performance and the realization of the company’s development strategy and business objectives.
The specific contents of the administrative measures for the implementation and assessment of the restricted stock incentive plan in 2021 are detailed in China Securities Journal, Shanghai Securities Journal, securities times, securities daily and cninfo.com, the designated information disclosure media of the company, published on December 28, 2021（ http://www.cn.info.com..cn. ）Relevant contents of.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and shall be approved by more than two-thirds of the total voting shares held by unrelated shareholders attending the general meeting of shareholders.
3、 Deliberated and adopted the “on verification of the company”
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The voting results were: 3 in favor, 0 against and 0 abstention.
After reviewing the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021, the board of supervisors believes that:
1、 In 2021, the company’s restricted stock incentive plan granted some incentive objects for the first time to directors, senior managers, middle managers and core technologies of the company (including holding subsidiaries, the same below) (business) key employees are in-service employees of the company. Among the above incentive objects, there are no independent directors, supervisors and foreigners of the company; except Mr. Liu Zuobin, there are no other shareholders, actual controllers of the company and their spouses, parents and children who individually or jointly hold more than 5% of the shares of the company.
2. After verification, the incentive object does not have the following circumstances:
(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 incentive objects first granted by the company’s restricted stock incentive plan in 2021 have the qualifications specified in the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws, regulations and normative documents as well as the articles of association, and meet the conditions of incentive objects specified in the measures for the administration of stock incentive of listed companies, It complies with the scope of incentive objects specified in the company’s restricted stock incentive plan (Draft) in 2021, and its subject qualification as the incentive object of the company’s restricted stock incentive plan is legal and effective.
4. The company will publicize the names and positions of incentive objects through the company’s internal publicity system before the general meeting of shareholders, and the publicity period shall not be less than 10 days. After fully listening to the publicity opinions, the board of supervisors will disclose the review opinions on the incentive list and the description of the publicity 3-5 days before the shareholders’ meeting deliberates the incentive plan for restricted shares in 2021.
The specific contents of the list of incentive objects first granted by the restricted stock incentive plan in 2021 are published in China Securities Journal, Shanghai Securities Journal, securities times, securities daily and cninfo.com, the designated information disclosure media of the company, on December 28, 2021（ http://www.cn.info.com..cn. ）Relevant contents of.
Documents for future reference
Resolution of the Fujian Nebula Electronics.Ltd(300648) 10th meeting of the third board of supervisors.
It is hereby announced.
Fujian Nebula Electronics.Ltd(300648)
Board of supervisors
December 28, 2001
