Securities code: 300766 securities abbreviation: Merit Interactive Co.Ltd(300766) Announcement No.: 2022-002 Merit Interactive Co.Ltd(300766)
Announcement of resolutions of the 22nd 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 notice of the 22nd Meeting of the second board of supervisors (hereinafter referred to as “the meeting”) of Merit Interactive Co.Ltd(300766) (hereinafter referred to as “the company”) was sent to all supervisors by telephone and e-mail on December 20, 2021. The meeting was held in Hangzhou conference room of the company on December 30, 2021. The meeting was held on site in combination with communication voting. Three supervisors should be present at the meeting and three actually present. Mr. Dong Lin, chairman of the board of supervisors, presided over the meeting. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
(i) Deliberated and adopted the “on verification”
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The motion of the.
The board of supervisors verified the list of incentive objects reserved and granted under the restricted stock incentive plan in 2021 and issued audit opinions. For details, see the company’s listing on cninfo.com.cn on January 1, 2022 The verification opinions of the board of supervisors on the list of incentive objects reserved for the company’s restricted stock incentive plan in 2021 and the list of incentive objects reserved for the restricted stock incentive plan in 2021.
Voting results: 3 in favor, 0 against and 0 abstention
（2） The proposal on granting reserved restricted shares to incentive objects was deliberated and adopted.
After verifying the list of reserved grant incentive objects determined by the company’s restricted stock incentive plan in 2021 and whether the incentive objects meet the reserved grant conditions, the board of supervisors believes that:
The personnel included in the list of incentive objects reserved for granting in the company’s equity incentive plan have the job qualification specified in the company law of the people’s Republic of China, the articles of association and other laws, regulations and normative documents, and there is no situation that they have been identified as inappropriate candidates by the stock exchange in the last 12 months; There is no case that the CSRC and its dispatched offices have identified it as an inappropriate candidate within the last 12 months; There are no cases in which the CSRC and its dispatched offices have imposed administrative penalties or taken market entry prohibition measures for major violations of laws and regulations in the last 12 months; There are no circumstances under which the company law of the people’s Republic of China stipulates that he shall not serve as a director or senior manager of the company; There is no case that the company is not allowed to participate in the equity incentive of listed companies according to laws and regulations, meets the incentive object conditions specified in the administrative measures for equity incentive of listed companies, meets the incentive object scope specified in the company’s restricted stock incentive plan (Draft) in 2021, and its subject qualification as the incentive object reserved and granted by the company’s equity incentive plan is legal Effective. The reserved grant conditions specified in the company’s restricted stock incentive plan in 2021 have been fulfilled.
In conclusion, the board of supervisors of the company agreed that the reserved grant date of the restricted stock incentive plan was December 31, 2021, and agreed to grant 990000 class II restricted shares to 50 eligible incentive objects.
For details, please refer to the company’s website (www.cn. Info. Com.. CN.) on January 1, 2022 Announcement on granting reserved restricted shares to incentive objects.
The independent directors have expressed independent opinions on this matter. For details, please refer to the company’s website www.cn.info.com.. CN. On January 1, 2022 Independent opinions of independent directors on matters related to the 26th meeting of the second board of directors.
The law firm hired by the company has issued a legal opinion on this matter. For details, please refer to the company’s website www.cn.info.com.. CN. On January 1, 2022 Legal opinion of Guohao law firm (Hangzhou) on matters related to the grant of reserved part of Merit Interactive Co.Ltd(300766) 2021 restricted stock incentive plan.
The independent financial consultant hired by the company has issued an independent financial consultant report on the matter. For details, please refer to the report published on cninfo.com.cn on January 1, 2022 Independent financial consultant report of Shanghai Rongzheng Investment Consulting Co., Ltd. on matters related to the reserved grant of Merit Interactive Co.Ltd(300766) 2021 restricted stock incentive plan.
Voting results: 3 in favor, 0 against and 0 abstention
（3） The proposal on the prediction of daily connected transactions in 2022 was considered and adopted.
For details, please refer to the company’s website (www.cn. Info. Com.. CN.) on January 1, 2022 Announcement on the forecast of daily connected transactions in 2022.
The independent directors have expressed their prior approval opinions and independent opinions on this matter. For details, please refer to the company’s website www.cn.info.com.. CN. On January 1, 2022 Prior approval opinions of independent directors on matters related to the 26th meeting of the second board of directors and independent opinions of independent directors on matters related to the 26th meeting of the second board of directors.
The recommendation agency Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. issued verification opinions on this matter. For details, the company published it on cninfo.com.cn on January 1, 2022 Verification opinions of Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. on the prediction of daily connected transactions in Merit Interactive Co.Ltd(300766) 2022. The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention
3、 Documents for future reference
1. Resolutions of the 22nd Meeting of the second board of supervisors;
2. Prior approval opinions of independent directors on matters related to the 26th meeting of the second board of directors;
3. Independent opinions of independent directors on matters related to the 26th meeting of the second board of directors;
4. Verification opinions of Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. on the prediction of daily connected transactions in Merit Interactive Co.Ltd(300766) 2022;
5. Legal opinion of Guohao law firm (Hangzhou) on matters related to the grant of reserved part of Merit Interactive Co.Ltd(300766) 2021 restricted stock incentive plan;
6. Independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on matters related to the reserved grant of Merit Interactive Co.Ltd(300766) 2021 restricted stock incentive plan. It is hereby announced.
Merit Interactive Co.Ltd(300766) board of supervisors
January 1, 2022
