Securities code: Genbyte Technology Inc(003028) securities abbreviation: Genbyte Technology Inc(003028) Announcement No.: 2022003 Genbyte Technology Inc(003028)
Announcement of resolutions of the 17th (Interim) meeting of the second board of supervisors
The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
Genbyte Technology Inc(003028) (hereinafter referred to as "the company") the 17th (Interim) meeting of the second board of supervisors (hereinafter referred to as "the meeting") was held by on-site voting on March 4, 2022. The notice of the meeting of the board of supervisors has been sent by mail, telephone and personal delivery on February 25, 2022. Three supervisors should be present at the meeting and three actually present. The meeting was convened and presided over by Ms. Liu Fanglan, chairman of the board of supervisors. The convening and convening procedures of the meeting comply with the company law of the people's Republic of China, the articles of association and other relevant provisions, and the resolutions formed are legal and effective.
2、 Deliberation at the meeting of the board of supervisors
(I) the proposal on changing the implementation content and location of some investment projects with raised funds was deliberated and adopted
The board of supervisors believes that the change of the implementation content and location of some investment projects of the raised funds conforms to the company's development plan and market demand, is conducive to improving the use efficiency of the raised funds, and is in line with the principle of maximizing the interests of the company and all shareholders. The contents and decision-making procedures of this change comply with the relevant laws and regulations of the CSRC and Shenzhen Stock Exchange, the requirements of normative documents and the relevant provisions of the company. It is agreed that the company will change the implementation content and location of some investment projects with raised funds this time.
See cninfo.com for details（ http://www.cn.info.com.cn. ）And the announcement on changing the implementation mode and location of some raised capital investment projects published by the company's designated legal Phi media, China Securities Journal, Shanghai Securities News, securities daily and securities times.
Voting results: 3 in favor, 0 against and 0 abstention.
(II) the proposal on using raised funds to purchase land use rights was deliberated and adopted
The board of supervisors believes that the company's use of the raised funds to purchase the land use right of industrial land is conducive to the company's long-term development and planning, enhance the company's core competitiveness, promote the company's high-quality sustainable development, comply with the company's strategic development layout, will not have a significant impact on the company's financial and operating conditions, and will not damage the interests of the company and all shareholders. The decision-making procedures comply with the relevant regulations such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the relevant provisions of the company's management system for raised funds.
For details, please refer to http://www.cn.info.com.cn.cn on the same day as this announcement And the announcement on the use of raised funds to purchase land use rights disclosed in China Securities News, Shanghai Securities News, securities daily and securities times.
Voting results: 3 in favor, 0 against and 0 abstention.
(III) the proposal on prolonging the period of using some idle raised funds and self owned funds for cash financing was deliberated and adopted
The board of supervisors believes that the extension of the cash management period of the company's use of some idle raised funds this time complies with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, which is conducive to improving the use efficiency of raised funds and will not affect the construction of raised funds projects and the use of raised funds, There is no behavior of changing the purpose of the raised funds in a disguised form, which will not have an adverse impact on the operation of the company, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The relevant approval procedures comply with the relevant provisions of laws and regulations and the articles of association of the company. It is agreed that the company will extend the period of cash management by using some idle raised funds and self owned funds without affecting the construction of investment projects with raised funds and the normal use of raised funds, and continue to use idle raised funds of no more than RMB 350 million, with high purchase safety Principal guaranteed financial products with Principal Guaranteed agreements and idle self owned funds of no more than RMB 400 million to purchase non principal guaranteed financial products with low risk and high liquidity within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company, and the funds can be used on a rolling basis within the above-mentioned period.
For details, please refer to http://www.cn.info.com.cn.cn on the same day as this announcement And the announcement on extending the period of cash management using some idle raised funds and self owned funds disclosed in China Securities News, Shanghai Securities News, securities daily and securities times. Voting results: 3 in favor, 0 against and 0 abstention.
(IV) the proposal on canceling some stock options and repurchasing some restricted shares that have been granted but not yet lifted was deliberated and adopted
The board of supervisors believes that according to the measures for the administration of equity incentive of listed companies and the company's incentive plan for restricted shares and stock options in 2021 (Draft), since the six incentive objects have resigned for personal reasons, they have not met the provisions on Incentive objects in the company's equity incentive plan. The company plans to cancel 10000 stock options granted but not yet exercised and repurchase 39000 restricted shares granted but not yet lifted. The repurchase price is 21.05 yuan / share. The repurchase price of the company is legal and effective, in line with the provisions of the law on the administration of equity incentive of listed companies, and will not have a material impact on the financial status and operating results of the company, There is no situation that damages the interests of the company and all shareholders.
For details, please refer to http://www.cn.info.com.cn.cn on the same day as this announcement And the announcement on canceling some stock options and repurchasing some restricted shares that have been granted but have not been lifted, which was disclosed in China Securities News, Shanghai Securities News, securities daily and securities times.
Voting results: 3 in favor, 0 against and 0 abstention.
(V) the proposal on granting some restricted shares reserved in the 2021 incentive plan to incentive objects was deliberated and passed
After examination, the board of supervisors believes that the company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan; The incentive objects granted this time have the qualifications specified in the company law, securities law and other laws, regulations and normative documents, meet the incentive object conditions specified in the measures for the administration of equity incentive of listed companies and the scope of incentive objects specified in the incentive plan (Draft), and their subject qualification as incentive objects is legal and effective. The conditions for granting reserved restricted shares stipulated in the company's incentive plan have been met. The board of supervisors agreed to grant 434800 restricted shares to 94 eligible incentive objects at the price of 21.16 yuan / share on March 4, 2022.
The board of supervisors verified the list of incentive objects granted this time and issued verification opinions. For details, see the verification opinions of the board of supervisors on the list of incentive objects granted with reserved shares under the restricted stock incentive plan in 2021 published on cninfo.com on the same day.
For details, please refer to http://www.cn.info.com.cn.cn on the same day as this announcement And the announcement on granting some restricted shares reserved in the 2021 incentive plan to incentive objects disclosed in China Securities News, Shanghai Securities News, securities daily and securities times.
Voting results: 3 in favor, 0 against and 0 abstention.
(VI) the proposal on verifying the list of incentive objects granted with some restricted shares reserved in the company's 2021 incentive plan was deliberated and adopted
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 company's 2021 incentive plan reserves some restricted shares to grant the subject qualification of incentive objects, which is legal and effective. For details, please refer to http://www.cn.info.com.cn.cn on the same day as this announcement And the list of incentive objects reserved for some restricted shares in the company's 2021 incentive plan disclosed in China Securities News, Shanghai Securities News, securities daily and securities times.
Voting results: 3 in favor, 0 against and 0 abstention.
(VII) the proposal on changing the registered capital and business scope, amending the articles of association and handling the industrial and commercial change registration was deliberated and adopted
The Genbyte Technology Inc(003028) articles of association is proposed to be revised in accordance with the provisions of the company law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other laws, regulations and normative documents. The board of directors of the company requests the general meeting of shareholders to authorize the functional department of the company to handle the industrial and commercial change registration in accordance with relevant regulations. The specific change content shall be subject to the industrial and commercial change registration.
For details, please refer to the announcement on the same day on cninfo (www.cn. Info. Com. CN.) And the announcement on changing the registered capital, business scope, amending the articles of association and handling the change registration of industry and Commerce disclosed in China Securities Journal, Shanghai Securities News, securities daily and securities times. The Genbyte Technology Inc(003028) articles of association was published on cninfo.com.cn on the same day.
Voting results: 3 in favor, 0 against and 0 abstention.
(VIII) the proposal on applying for comprehensive credit line from banks in 2022 was deliberated and adopted
For details, please refer to http://www.cn.info.com.cn.cn on the same day as this announcement And the announcement on applying for comprehensive credit line from banks in 2022 disclosed in China Securities News, Shanghai Securities News, securities daily and securities times.
Voting results: 3 in favor, 0 against and 0 abstention.
(IX) the proposal on the remuneration scheme of directors, supervisors and senior managers was deliberated and adopted
For details, please refer to http://www.cn.info.com.cn.cn on the same day as this announcement And the announcement on the remuneration scheme of directors, supervisors and senior managers disclosed in China Securities News, Shanghai Securities News, securities daily and securities times.
Voting results: 3 in favor, 0 against and 0 abstention.
3、 Documents for future reference
(I) resolution of the 17th (Interim) meeting of the second board of supervisors;
(II) other documents.
It is hereby announced.
Genbyte Technology Inc(003028) board of supervisors March 9, 2022
