Aoshikang Technology Co.Ltd(002913) board of supervisors
Review opinions on the list of incentive objects (grant date) of restricted stock and stock option incentive plan in 2021
Aoshikang Technology Co.Ltd(002913) (hereinafter referred to as “the company”) convened the second meeting of the third board of directors and the second meeting of the third board of supervisors on December 11, 2021, and deliberated and adopted the
<2021年限制性股票激励计划（草案修订稿）>
And its summary
<2021 年股票期权激励计划（草案修订稿）>
And its abstract. According to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the guidelines for the business handling of listed companies of Shenzhen Stock Exchange No. 9 – equity incentive and other relevant laws, regulations, normative documents and the articles of association, from December 14, 2021 to December 23, 2021, The company publicized the names and positions of the incentive objects of the 2021 restricted stock and stock option incentive plan (hereinafter referred to as the “equity incentive plan”) within the company. On December 24, 2021, The company disclosed the review opinions and publicity statement of the board of supervisors on the list of incentive objects (after adjustment) of the restricted stock and stock option incentive plan in 2021. On December 31, 2021, the board of directors of the company convened the third meeting of the third board of directors in accordance with the authorization of the fourth extraordinary general meeting of shareholders in 2021, and granted restricted shares and stock options to the incentive objects of the equity incentive plan. The board of supervisors of the company has verified the list of incentive objects (grant date), and now gives the following opinions:
(i) Verification of the list of incentive objects (grant date)
1. The persons listed in the list of incentive objects of the equity incentive plan (grant date) meet the incentive object conditions specified in the management measures, the articles of association and other laws, regulations and normative documents, and meet the incentive object conditions specified in the equity incentive plan (Revised Draft).
2. The equity incentive plan has fulfilled the necessary approval procedures in accordance with relevant requirements. The list of incentive objects (grant date) of the company’s equity incentive plan is consistent with the incentive objects specified in the equity incentive plan approved by the company’s fifth extraordinary general meeting in 2021. The incentive objects granted this time do not have the following circumstances that are not allowed to become incentive objects as stipulated in Article 8 of the administrative measures:
(1) The candidate has been identified as unsuitable by the stock exchange in the last 12 months;
(2) In the last 12 months, it has been identified as an unsuitable 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 within the last 12 months;
(4) Having the circumstances stipulated in the company law that they are not allowed to serve as directors and senior managers of the company;
(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 granted by this equity incentive plan do not include the company’s independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares, as well as their spouses, parents and children.
Therefore, the board of supervisors of the company believes that the personnel on the list of incentive objects of the company’s equity incentive plan (grant date) meet the conditions specified in relevant laws, regulations and normative documents, and meet the scope of incentive objects specified in the company’s restricted stock incentive plan 2021 (Revised Draft) and stock option incentive plan 2021 (Revised Draft), The subject qualification as the incentive object of the equity incentive plan is legal and effective, and there is no damage to the interests of the company and all shareholders.
（2） Verification of grant date
After verifying the grant date determined by the equity incentive plan, the board of supervisors of the company believes that there is no one of the following periods on the grant date of the equity incentive plan from December 31, 2021:
(1) Within 30 days before the announcement of the company’s periodic report, if the company withdraws from the announcement date of the periodic report due to special reasons, it shall be calculated from 30 days before the agreed announcement date to 1 day before the announcement;
(2) Within 10 days before the announcement of the company’s performance forecast and performance express;
(3) From the date of major events that may have a great impact on the trading price of the company’s equity and its derivatives or the date of entering the decision-making process to 2 trading days after disclosure according to law;
(4) Other periods prescribed by the CSRC and the stock exchange.
In conclusion, the board of supervisors believes that neither the company nor the incentive objects granted restricted shares and stock options are prohibited from granting shares, and the granting conditions of the company’s equity incentive plan have been met. The board of supervisors of the company agreed that the grant date of the equity incentive plan of the company was December 31, 2021, and agreed to grant 2298124 restricted shares to 77 incentive objects who met the conditions for granting restricted shares, with the grant price of 37.22 yuan / share, and grant 13031323 stock options to 75 incentive objects who met the conditions for granting stock options, The exercise price is 74.44 yuan / share.
It is hereby announced.
Aoshikang Technology Co.Ltd(002913) board of supervisors
December 31, 2021
