Securities code: Shen Zhen Australis Electronic Technology Co.Ltd(300940) securities abbreviation: Shen Zhen Australis Electronic Technology Co.Ltd(300940) Announcement No.: 2022003 Shen Zhen Australis Electronic Technology Co.Ltd(300940)
Announcement on the resolution of the fourth 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
Shen Zhen Australis Electronic Technology Co.Ltd(300940) (hereinafter referred to as "the company") the fourth meeting of the second board of supervisors was held by means of communication voting on March 15, 2022. The notice of the meeting has been sent by mail, telephone, written and other means on March 11, 2022. Three supervisors should attend the meeting, three supervisors actually attended the meeting, and all supervisors attended the meeting by means of communication. The meeting was presided over by Ms. Fang ronghua, chairman of the board of supervisors, and the Secretary of the board of directors and securities affairs representative of the company attended the meeting as nonvoting delegates. The convening, convening procedures and voting methods of this meeting comply with the company law of the people's Republic of China (hereinafter referred to as the company law), the securities law of the people's Republic of China (hereinafter referred to as the Securities Law) and other relevant laws, administrative regulations, departmental rules, normative documents and the articles of association. The meeting is legal and effective. 2、 Deliberation at the meeting of the board of supervisors
After careful deliberation, full discussion and prudent voting by the supervisors attending the meeting, the following proposals were considered and adopted at the meeting:
1. The proposal on using some idle raised funds and self owned funds for cash management was deliberated and adopted.
In order to improve the use efficiency of the company's funds and increase the return of shareholders, the company and its subsidiaries intend to use temporary idle raised funds of no more than RMB 215 million (including the principal) and its own funds of no more than RMB 30 million (including the principal) for cash management on the premise of ensuring that it does not affect the construction needs of raised projects, ensuring the normal operation of the company and effectively controlling risks, The term of use is from the date of approval by the board of directors to the date of holding the board of directors to review the 2022 annual report. Within the above limit and term, the funds can be used on a rolling basis. When the cash management of temporarily idle raised funds expires, it will be returned to the special account for raised funds in time.
Voting results: 3 in favor, 0 against and 0 abstention.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on using some idle raised funds and self owned funds for cash management. 2. The proposal on cancellation of subsidiaries was deliberated and adopted.
According to the development plan of the company and the actual operation of the subsidiary Xiamen beineng Photoelectric Technology Co., Ltd. (hereinafter referred to as "beineng photoelectric"), in order to further integrate the resource allocation, optimize the internal management structure, reduce the management cost and improve the overall management efficiency and operating efficiency, the company is agreed to liquidate and cancel the subsidiary beineng photoelectric.
Voting results: 3 in favor, 0 against and 0 abstention.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on cancellation of subsidiaries.
3. The proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary was deliberated and adopted.
The board of supervisors believes that the contents of the company's restricted stock incentive plan for 2022 (Draft) and its abstract comply with relevant laws such as the company law, the securities law, the measures for the administration of equity incentive of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guide for GEM listed companies of Shenzhen Stock Exchange No. 1 - business handling Regulations and normative documents. The implementation of the company's restricted stock incentive plan in 2022 (hereinafter referred to as the "incentive plan") will improve the medium and long-term incentive and restraint mechanism of the company, make the personal interests of the core team more closely combined with the interests of shareholders and the company, and fully mobilize the enthusiasm and creativity of the core team, which is conducive to the sustainable development of the company without damaging the interests of the company and all shareholders.
Voting results: 2 in favor, 0 against, 0 abstention and 1 avoidance.
This proposal involves related matters, and Mr. Hu Xingfei, the related supervisor, avoided voting on this proposal. For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Restricted stock incentive plan for 2022 (Draft) and summary of restricted stock incentive plan for 2022 (Draft).
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
4. The proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022 was deliberated and adopted.
The board of supervisors believes that the company's management measures for the implementation and assessment of the restricted stock incentive plan in 2022 aims to ensure the smooth implementation of the company's equity incentive plan, ensure the standardized operation of the equity incentive plan, comply with the provisions of relevant laws and regulations and the actual situation of the company, and ensure the smooth implementation of the company's restricted stock incentive plan in 2022, Further improve the corporate governance structure and form a good and balanced value distribution system.
Voting results: 2 in favor, 0 against, 0 abstention and 1 avoidance.
This proposal involves related matters, and Mr. Hu Xingfei, the related supervisor, avoided voting on this proposal.
For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Management measures for the implementation and assessment of restricted stock incentive plan in 2022.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
5. The proposal on verifying the list of incentive objects of the company's restricted stock incentive plan in 2022 was deliberated and adopted.
The board of supervisors believes that the persons listed in the list of incentive objects of the company's current restricted stock incentive plan have the qualifications specified in the company law and other laws, regulations, normative documents and the articles of association, 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 situation in which the CSRC and its dispatched offices have identified them as inappropriate candidates in 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 is no circumstance that the company is not allowed to serve as a director or senior manager of the company as stipulated in the company law; There is no case that the company is not allowed to participate in the equity incentive of listed companies according to laws and regulations, which meets the incentive object conditions specified in the administrative measures for equity incentive of listed companies and the Listing Rules of GEM stocks of Shenzhen Stock Exchange, and the scope of incentive objects specified in the company's restricted stock incentive plan (Draft) in 2022 and its summary, As the incentive object of the company's restricted stock incentive plan, its subject qualification 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 deliberates the equity incentive plan.
Voting results: 2 in favor, 0 against, 0 abstention and 1 avoidance.
This proposal involves related matters, and Mr. Hu Xingfei, the related supervisor, avoided voting on this proposal. For details, please refer to the company's disclosure on cninfo (www.cn. Info. Com. CN.) on the same day List of incentive objects of restricted stock incentive plan in 2022.
3、 Documents for future reference
1. Resolution of the fourth meeting of the second board of supervisors.
It is hereby announced.
Shen Zhen Australis Electronic Technology Co.Ltd(300940) board of supervisors March 15, 2022
