Securities code: Suzhou Sushi Testing Group Co.Ltd(300416) securities abbreviation: Suzhou Sushi Testing Group Co.Ltd(300416) Announcement No.: 2022014 bond Code: 123060 bond abbreviation: Jiangsu test convertible bond
Suzhou Sushi Testing Group Co.Ltd(300416)
Announcement on the resolution of the 17th meeting of the Fourth Board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Suzhou Sushi Testing Group Co.Ltd(300416) (hereinafter referred to as “the company”) the notice of the 17th meeting of the 4th board of directors (hereinafter referred to as “the meeting”) was sent by email and wechat on March 17, 2022, and the meeting was held by on-site and communication in the conference room on the second floor of the company on March 21, 2022. The meeting was presided over by Chairman Zhong Qionghua. Five directors should attend the meeting and five directors should attend in person, including independent directors Mr. Huang Dechun and Mr. Quan Xiaofeng. The supervisors and senior managers of the company shall attend the meeting as nonvoting delegates, which shall comply with the provisions of the company law and the articles of association.
The meeting considered and adopted the following resolutions:
1、 The proposal on Suzhou Sushi Testing Group Co.Ltd(300416) phase II employee stock ownership plan (Draft) and its summary was deliberated and adopted
In order to establish and improve the benefit sharing mechanism of employees and shareholders, improve the level of corporate governance, improve the cohesion of employees and the competitiveness of the company, mobilize the enthusiasm and creativity of employees, and promote the long-term, sustainable and healthy development of the company, according to the company law, the Securities Law and the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies In accordance with the provisions of laws, regulations, normative documents and the articles of association, such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and in combination with the actual situation of the company, the company has formulated the second phase of employee stock ownership plan (Draft) and its summary. See the company’s information disclosure website cninfo.com for details（ http://www.cn.info.com.cn. ）Disclosed Suzhou Sushi Testing Group Co.Ltd(300416) phase II employee stock ownership plan (Draft) and its summary.
The independent directors of the company expressed their independent opinions on this proposal.
The directors of the company, Mr. Zhong Qionghua and Mr. Zhao Zhengtang, are participants in the employee stock ownership plan, so they avoid voting on this proposal.
The proposal was deliberated by the directors present at the meeting, and the voting results were: 3 in favor, 0 against 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.
2、 Deliberated and passed the proposal on the measures for the administration of Suzhou Sushi Testing Group Co.Ltd(300416) phase II employee stock ownership plan
In order to ensure the smooth implementation of the second phase of the company’s ESOP, the company has formulated these management measures in accordance with the provisions of the company law, the securities law, the guiding opinions on the pilot implementation of the ESOP by listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other laws, regulations, normative documents and the articles of association. See the company’s information disclosure website cninfo.com for details（ http://www.cn.info.com.cn. ）Management measures of Suzhou Sushi Testing Group Co.Ltd(300416) phase II employee stock ownership plan disclosed.
The directors of the company, Mr. Zhong Qionghua and Mr. Zhao Zhengtang, are the participants of the employee stock ownership plan, so they avoid voting on this proposal.
The proposal was deliberated by the directors present at the meeting, and the voting results were: 3 in favor, 0 against 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.
3、 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the second phase of the company’s employee stock ownership plan was deliberated and adopted
In order to ensure the smooth implementation of the second phase of the company’s employee stock ownership plan (hereinafter referred to as the “Employee Stock Ownership Plan”), the board of directors requests the general meeting of shareholders to authorize the board of directors to handle relevant matters of the employee stock ownership plan, including but not limited to the following matters:
(I) authorize the board of directors to be responsible for formulating and revising the employee stock ownership plan;
(II) authorize the board of directors to implement the employee stock ownership plan, including but not limited to nominating candidates for members of the Management Committee;
(III) authorize the board of directors to handle the change and termination of the ESOP, including but not limited to the disqualification of the plan holder and early termination of the ESOP in accordance with the provisions of the ESOP;
(IV) authorize the board of directors to make decisions on the extension and early termination of the duration of the employee stock ownership plan; (V) after the ESOP is reviewed and approved by the general meeting of shareholders, if the relevant laws, regulations and policies change within the implementation period, the board of directors shall be authorized to make corresponding adjustments to the ESOP in accordance with the new laws, regulations and policies;
(VI) authorize the board of directors to handle all matters concerning the transfer, registration, locking and unlocking of the shares purchased by the employee stock ownership plan;
(VII) authorize the board of directors to draft and sign the agreement documents related to the employee stock ownership plan;
(VIII) authorize the board of directors to explain the ESOP;
(IX) authorize the board of directors to handle other necessary matters required by the employee stock ownership plan, except the rights to be exercised by the general meeting of shareholders specified in relevant documents.
The above authorization shall be valid from the date of adoption of the general meeting of shareholders to the date of completion of the implementation of the employee stock ownership plan.
The directors of the company, Mr. Zhong Qionghua and Mr. Zhao Zhengtang, are the participants of the employee stock ownership plan, so they avoid voting on this proposal.
The proposal was deliberated by the directors present at the meeting, and the voting results were: 3 in favor, 0 against 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.
4、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
After deliberation, the board of directors of the company unanimously agreed that the company plans to hold the first extraordinary general meeting of shareholders in 2022 on April 8, 2022. For details of the notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022016), please refer to cninfo.com, the company’s information disclosure website（ http://www.cn.info.com.cn. ）。
The proposal was deliberated by the directors present at the meeting, and the voting results were: 5 votes in favor, 0 votes against and 0 abstentions.
It is hereby announced.
Suzhou Sushi Testing Group Co.Ltd(300416) board of directors March 21, 2022
