Verification opinions of the board of supervisors on matters related to the granting of restricted shares to incentive objects Zjamp Group Co.Ltd(002758) (hereinafter referred to as the “company”) the board of supervisors shall, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Securities Law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws, regulations, normative documents and relevant provisions of the articles of association verify the granting of restricted shares to incentive objects in the company’s restricted stock incentive plan in 2021 (hereinafter referred to as the “incentive plan”), and the verification opinions are as follows:
1. The 449 incentive objects actually granted restricted shares this time are consistent with the incentive objects specified in the company’s restricted stock incentive plan (Draft) for 2021 (hereinafter referred to as “incentive plan (Draft)”) deliberated and approved by the company’s first extraordinary general meeting in 2022, excluding the company’s independent directors, external directors Supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children, and there are no following circumstances that cannot become incentive objects as described in Article 8 of the management measures:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within 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 equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
2. The incentive objects actually granted restricted shares this time have the qualifications specified in the company law, securities law and other laws, regulations, normative documents and the articles of association, meet the conditions of incentive objects specified in the management measures and the scope of incentive objects specified in the company’s incentive plan (Draft), The subject qualification as the incentive object of the company’s restricted stock incentive plan is legal and effective.
3. Neither the company nor the incentive object actually granted restricted shares shall be granted restricted shares, and the conditions for the incentive object to be granted restricted shares set in the incentive plan have been met.
4. The grant date determined this time complies with the provisions on the grant date in the administrative measures and the incentive plan (Draft).
In conclusion, the board of supervisors agreed that the company would grant 12.54 million restricted shares to 449 eligible incentive objects on January 10, 2022, with the grant price of 5.37 yuan / share.
Zjamp Group Co.Ltd(002758) board of supervisors January 10, 2022
