Securities code: Shenzhen Refond Optoelectronics Co.Ltd(300241) securities abbreviation: Shenzhen Refond Optoelectronics Co.Ltd(300241) Announcement No.: 2022005 Shenzhen Refond Optoelectronics Co.Ltd(300241)
Announcement of resolutions of the 19th meeting of the 4th 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 held
The notice of the 19th meeting of the 4th board of supervisors of Shenzhen Refond Optoelectronics Co.Ltd(300241) (hereinafter referred to as ” Shenzhen Refond Optoelectronics Co.Ltd(300241) ” or “the company”) was sent to all supervisors by mail on March 17, 2022. The meeting was held at 16:00 on March 21, 2022 in the conference room on the sixth floor of Shenzhen Refond Optoelectronics Co.Ltd(300241) Guangming District, Shenzhen. The board of supervisors should have 3 supervisors and actually 3 supervisors. The meeting was convened and presided over by Ms. Wang congni, chairman of the board of supervisors. The meeting was held in accordance with the provisions of the company law and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
All supervisors considered and passed the following proposals by voting:
1. Deliberated and passed the proposal on the company’s 2022 stock option and restricted stock incentive plan (Draft) and its summary
After examination, the board of supervisors believes that the contents of the company’s 2022 stock option and restricted stock incentive plan (Draft) and its abstract comply 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 rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020) and other relevant laws Regulations, normative documents and the articles of association have fulfilled relevant legal procedures, which is conducive to the sustainable development of the company and does not harm the interests of the company and all shareholders. For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）The company’s 2022 stock option and restricted stock incentive plan (Draft) and its abstract disclosed on the.
Voting results: 3 in favor, 0 abstention and 0 against.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and shall be approved by more than two-thirds of the effective voting rights held by the shareholders attending the general meeting of shareholders.
2. Deliberated and passed the proposal on the management measures for the implementation and assessment of the company’s stock option and restricted stock incentive plan in 2022
After review, the board of supervisors believes that the management measures for the implementation and assessment of 2022 stock option and restricted stock incentive plan of the company complies with the provisions of relevant laws and regulations and the actual situation of the company, can ensure the smooth implementation of 2022 stock option and restricted stock incentive plan of the company, establish the benefit sharing and restraint mechanism between shareholders and employees of the company, and will not damage the interests of the company and all shareholders.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）The company’s measures for the administration of the assessment of the implementation of the 2022 stock option and restricted stock incentive plan disclosed on the.
Voting results: 3 in favor, 0 abstention and 0 against.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation, and shall be approved by more than two-thirds of the effective voting rights held by the shareholders attending the general meeting of shareholders.
3. Deliberated and passed the proposal on verifying the list of some incentive objects granted by the company for the first time under the 2022 stock option and restricted stock incentive plan
After the preliminary review of the list of incentive objects to be granted, the board of supervisors believes that:
1. The personnel listed in the list of some incentive objects first granted by the company’s stock option and restricted stock incentive plan in 2022 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 complies with the provisions of Article 8 of the measures for the administration of equity incentive of listed companies, and there are no following circumstances that may not be the incentive object:
(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 persons listed in the list of incentive objects first granted by the company’s stock option and restricted stock incentive plan in 2022 meet the incentive object conditions specified in the administrative measures for equity incentive of listed companies and other documents, and meet the incentive object conditions specified in the incentive plan. The incentive objects of this incentive plan do not include the independent directors and supervisors of the company, nor the shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
To sum up, some of the first granted incentive objects listed in the incentive plan meet the conditions specified in relevant laws, and their subject qualification as the incentive object of the restricted stock incentive plan is legal and effective. The company will publicize the names and positions of the incentive objects internally for no less than 10 days before the general meeting of shareholders. After fully listening to the publicity opinions, the board of supervisors will disclose the verification opinions on the incentive objects and the explanation of the publicity five days before the general meeting of shareholders deliberates the company’s 2022 stock option and restricted stock incentive plan. The list of specific incentive objects is detailed in the company’s website on the same day（ http://www.cn.info.com.cn. ）Disclosed the list of some incentive objects first granted by the 2022 stock option and restricted stock incentive plan of the company.
Voting results: 3 in favor, 0 abstention and 0 against.
4. Deliberated and passed the proposal on providing guarantee for subsidiaries to apply for comprehensive credit from banks
In order to meet the capital needs of plant construction and daily production and operation of Hubei Ruihua, the company plans to provide joint and several liability guarantee for Hubei Ruihua to handle a comprehensive credit line of no more than 200 million yuan with a term of one year in the bank and a fixed asset loan line of no more than 350 million yuan with a term of no more than 10 years.
Voting results: 3 in favor, 0 abstention and 0 against.
The proposal needs to be submitted to the general meeting of shareholders for deliberation.
3、 Documents for future reference
1. Resolution of the 19th meeting of the 4th board of supervisors.
It is hereby announced.
Shenzhen Refond Optoelectronics Co.Ltd(300241)
Board of supervisors
March 22, 2022
