Securities code: Topsec Technologies Group Inc(002212) securities abbreviation: Topsec Technologies Group Inc(002212) Announcement No.: 2022030 Topsec Technologies Group Inc(002212)
Announcement of resolutions of the 12th meeting of the 6th 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
Topsec Technologies Group Inc(002212) (hereinafter referred to as “the company”) the 12th meeting of the 6th board of supervisors was held in the form of communication voting on March 27, 2022. The notice of the meeting was sent to all supervisors by direct delivery and e-mail on March 26, 2022. The company shall have 3 supervisors present and 3 supervisors actually present. The meeting was presided over by Mr. Ma binghuai, chairman of the board of supervisors, and some senior managers of the company attended the meeting as nonvoting delegates. The meeting was convened and held in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Topsec Technologies Group Inc(002212) articles of Association (hereinafter referred to as the “articles of association”).
2、 Deliberations of the meeting
(I) with 3 affirmative votes, 0 negative votes and 0 abstention, the proposal on the company’s first stock option incentive plan of “striver” (Draft) and its summary were deliberated and adopted;
After review, the board of supervisors believes that the contents of this incentive plan comply with the provisions of the company law, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies and other relevant laws, regulations, departmental rules and normative documents. The implementation of this incentive plan will be conducive to the sustainable development of the company, and there will be no damage to the interests of the company and all shareholders.
The company’s first stock option incentive plan of “striver” (Draft) and the summary of the first stock option incentive plan of “striver” (Draft) were posted on cninfo.com.cn on March 28, 2022 It is disclosed that the summary of the first stock option incentive plan (Draft) of “striver” is also published in China Securities Journal, Shanghai Securities News, securities times and Securities Daily.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation, and needs to be approved by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
(II) deliberated and passed the proposal on the formulation of the company’s measures for the assessment and management of the implementation of the first phase stock option incentive plan of “striver” with 3 affirmative votes, 0 negative votes and 0 abstention votes;
After review, the board of supervisors believes that the management measures for the implementation and assessment of the “striver” first stock option incentive plan of the company conforms to the relevant national regulations and the actual situation of the company, can ensure the smooth implementation of the incentive plan, will further improve the corporate governance structure, form a good and balanced value distribution system, and establish a benefit sharing and restraint mechanism between shareholders and employees of the company.
For details of the above matters, please refer to the company’s announcement on cninfo (www.cn. Info. Com. CN.) on March 28, 2022 Measures for the implementation of the “first option” incentive plan.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation, and needs to be approved by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
(III) deliberated and passed the proposal on verifying the list of incentive objects of the company’s first stock option incentive plan of “striver” with 3 affirmative votes, 0 negative votes and 0 abstention votes;
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 incentive objects of the company’s equity incentive plan have the qualifications specified in the company law and other laws, regulations, normative documents and the articles of association.
2. The incentive object does not have the situation that it is not allowed to be an incentive object as stipulated in Article 8 of the measures for the administration of equity incentive of listed companies:
(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 personnel listed in the list of incentive objects of this incentive plan 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 company’s supervisors and independent directors; Shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children do not participate in the incentive plan.
To sum up, the incentive objects listed in the incentive plan meet the conditions specified in relevant laws, and they are legal and effective as the incentive objects of the equity incentive plan.
(IV) deliberated and adopted the proposal on the company’s “striver” phase I employee stock ownership plan (Draft) “and its summary with 3 affirmative votes, 0 negative votes and 0 abstention votes;
After review, the board of supervisors believes that:
1. The company does not have any circumstances that prohibit the implementation of ESOP as stipulated in laws, regulations and normative documents such as the guidance on the pilot implementation of ESOP by listed companies (hereinafter referred to as the “guidance”), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the “regulatory guidelines No. 1”) and so on;
2. Before implementing the first phase of employee stock ownership plan of “striver” (hereinafter referred to as “this Employee Stock Ownership Plan”), the company has solicited employees’ opinions through the employee congress. The contents of the company’s “striver” phase I employee stock ownership plan (Draft) and its summary comply with the provisions of relevant laws, regulations, normative documents and the articles of association of the company law, securities law, guiding opinions, regulatory guidelines No. 1;
3. The company’s decision-making procedures for reviewing the proposals related to the employee stock ownership plan are legal and effective. The company’s employee stock ownership plan is conducive to the sustainable development of the listed company, and there is no situation that damages the interests of the company and all shareholders, or forces employees to participate in the employee stock ownership plan by means of apportionment, forced distribution, etc, There is no case that the company provides financial assistance to the holders of employee stock ownership plans or guarantees their loans;
4. The proposed holders of the company’s employee stock ownership plan meet the holder conditions specified in the guiding opinions, regulatory guidelines No. 1 and other relevant laws, regulations and normative documents, meet the holder scope specified in the employee stock ownership plan, and their subject qualification as the holder of the company’s employee stock ownership plan is legal and effective; 5. The implementation of the employee stock ownership plan by the company is conducive to establishing and improving the benefit sharing mechanism between workers and owners, further improving the level of corporate governance, improving the cohesion of employees and the competitiveness of the company, fully mobilizing the enthusiasm and creativity of employees, attracting and retaining excellent talents, and realizing the sustainable development of the company.
Therefore, the board of supervisors agreed to implement the employee stock ownership plan.
The company’s employee stock ownership plan (Draft) of “striver” phase I, the summary of “striver” phase I employee stock ownership plan (Draft) and the review opinions of the board of supervisors on matters related to the company’s “striver” phase I employee stock ownership plan were posted on cninfo.com.cn on March 28, 2022 It is disclosed that the summary of the first phase of employee stock ownership plan (Draft) of “striver” is published in China Securities Journal, Shanghai Securities News, securities times and Securities Daily at the same time.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(V) with 3 affirmative votes, 0 negative votes and 0 abstention, the proposal on the formulation of the company’s measures for the administration of “striver” phase I Employee Stock Ownership Plan “was deliberated and adopted.
After review, the board of supervisors believes that the relevant contents of the company’s measures for the administration of the “striver” phase I employee stock ownership plan comply with the provisions of the company law, the securities law, the guiding opinions, the regulatory guidelines No. 1 and other relevant laws, regulations, normative documents and the articles of association, and the contents are legal and effective.
For details of the above matters, please refer to the company’s announcement on cninfo (www.cn. Info. Com. CN.) on March 28, 2022 Management measures for the first phase of employee stock ownership plan of “striver” disclosed. This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3、 Documents for future reference
The resolution of the board of supervisors signed by the attending supervisors and stamped with the seal of the board of supervisors.
It is hereby announced.
Topsec Technologies Group Inc(002212) board of supervisors March 28, 2002
