Securities code: Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) securities abbreviation: Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) Announcement No.: 2022020
Bond Code: 123136 bond abbreviation: Urban convertible bond
Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778)
Announcement of resolutions of the 14th 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
The 14th meeting of the second board of supervisors of Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) (hereinafter referred to as “the company”) was held at 14:30 p.m. on March 9, 2022 in the company conference room on the 10th floor of Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) building, No. 39, Qinglin Middle Road, central city, Longgang District, Shenzhen. The notice of the meeting was sent to all supervisors by e-mail on February 25, 2022.
The meeting was presided over by Ms. Meng Dan, chairman of the board of supervisors of the company. There are 3 supervisors who should attend the meeting and 3 supervisors who actually attend the meeting. The meeting was convened and held in accordance with the company law of the people’s Republic of China and the Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) articles of association and other relevant provisions.
2、 Deliberation at the meeting of the board of supervisors
After full discussion by the supervisors attending the meeting, the following proposals were considered and adopted at the meeting:
(I) deliberated and passed the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary
The company’s restricted stock incentive plan for 2022 (hereinafter referred to as “restricted stock incentive plan” or “this incentive plan”) complies 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 and other relevant laws Regulations, normative documents and the articles of association. The implementation of this incentive plan will help to further improve the corporate governance structure, establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, effectively combine the interests of shareholders, the company and the personal interests of the core team, and is conducive to the sustainable development of the company, without damaging the interests of the company and all shareholders.
Voting results: the proposal was adopted with 3 affirmative votes, 0 negative votes and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(II) deliberated and passed the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022
The management measures for the implementation and assessment of the restricted stock incentive plan in 2022 formulated by the company aims to ensure the smooth implementation of the company’s restricted stock incentive plan in 2022, ensure the standardized operation of the incentive plan, comply with relevant laws, regulations, normative documents and the articles of association, and is conducive to the sustainable development of the company, There is no obvious damage to the interests of the company and all shareholders. The assessment indicators are scientific and reasonable, comprehensive, comprehensive and operable. At the same time, they have a restrictive effect on the incentive objects, and can achieve the assessment objectives of the incentive plan, which is conducive to further improving the corporate governance structure and forming a good value distribution system.
Voting results: the proposal was adopted with 3 affirmative votes, 0 negative votes and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(III) the proposal on verifying the list of incentive objects granted for the first time by the company’s restricted stock incentive plan in 2022 was deliberated and adopted
After reviewing the list of incentive objects first granted by the company’s restricted stock incentive plan in 2022, the board of supervisors of the company believes that:
1. The personnel listed in the list of incentive objects granted for the first time in 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 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) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in 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 the 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 scope specified in this incentive plan. The incentive objects of this incentive plan do not include the company’s supervisors and independent directors.
To sum up, the incentive objects granted for the first time in the incentive plan meet the conditions specified in relevant laws, and their subject qualification as the incentive objects granted for the first time in the restricted stock incentive plan is legal and effective.
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 opinions on the list of incentive objects and the explanation of their publicity five days before the shareholders’ meeting considers the equity incentive.
Voting results: the proposal was adopted with 3 affirmative votes, 0 negative votes and 0 abstention.
3、 Documents for future reference
Resolution of the 14th meeting of the second board of supervisors signed by the participating supervisors.
It is hereby announced.
Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) board of supervisors March 9, 2022
