Securities code: Unittec Co.Ltd(000925) securities abbreviation: Unittec Co.Ltd(000925) announcement No.: pro 2022027
Announcement of resolutions of the 7th Meeting of the 8th board of supervisors
The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions. 1、 Meetings of the board of supervisors
1. Unittec Co.Ltd(000925) (hereinafter referred to as “the company”) the notice of the seventh meeting of the eighth board of supervisors was sent to all supervisors by email or SMS on April 13, 2022;
2. The meeting was held at 15:30 p.m. on April 20, 2022 in the conference room on the 9th floor, building 3, Unittec Co.Ltd(000925) Park, No. 888 Shenglian Road, Qingshanhu street, Lin’an District, Hangzhou in the form of on-site communication meeting.
3. The number of supervisors who should attend the meeting is 3, the number of supervisors attending the meeting is 2, and the number of supervisors attending the meeting by means of communication is 1. Mr. Gu Yulin, the supervisor, attended the meeting by means of communication;
4. The number of participants, convening, convening procedures and discussion contents of this meeting comply with the provisions of the company law and the articles of association, and are legal and effective. 2、 Deliberation at the meeting of the board of supervisors
After careful deliberation by the supervisors present at the meeting, the following proposals were considered and passed by open ballot: (I) the company’s 2021 work report of the board of supervisors (for the full text, see cninfo.com, the company’s designated information disclosure website) http://www.cn.info.com.cn. ）And submitted to the 2021 annual general meeting of shareholders of the company for deliberation and voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
The result of the vote was passed.
(II) the company’s 2021 annual financial statements report was submitted to the 2021 annual general meeting of shareholders of the company for deliberation and voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
The result of the vote was passed.
(III) the 2021 profit distribution plan of the company was submitted to the 2021 annual general meeting of shareholders of the company for deliberation and voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
The result of the vote was passed.
(IV) the company’s self-evaluation report on internal control in 2021, the full text of which is detailed in cninfo.com, the company’s designated information disclosure website http://www.cn.info.com.cn. ；
The board of supervisors issued the following audit opinions on the self-evaluation of the company’s internal control in 2021:
The board of supervisors supervised the establishment and implementation of internal control by the board of directors. During the reporting period, the company has established and effectively implemented internal control over the businesses and matters included in the evaluation scope, achieved the goal of the company’s internal control, and found no major defects. From the base date of the internal control evaluation report to the date of issuance of the internal control evaluation report, there has been no significant change in internal control that has a substantive impact on the evaluation conclusion.
In conclusion, the board of supervisors believes that the self-evaluation of the company’s internal control is comprehensive, true, accurate and objective, which reflects the actual situation of the company’s internal control.
Voting results: 3 in favor, 0 against and 0 abstention.
The result of the vote was passed.
(V) the company’s special report on the deposit and use of raised funds in 2021
The board of supervisors believes that the special report on the deposit and use of raised funds in 2021 issued by the board of directors truly reflects the deposit, use and management of the company’s raised funds, and there is no significant difference between the actual use of raised funds and the information disclosure of listed companies. The deposit, use and management of the raised funds comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the deposit and use of the raised funds of listed companies, and there is no violation of the deposit and use of the raised funds. Zhonghui Certified Public Accountants (special general partnership) issued a special assurance report on the deposit and use of the company’s raised funds in 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
The result of the vote was passed.
(VI) the company’s 2021 annual report and its summary shall be submitted to the company’s 2021 annual general meeting for deliberation
The board of supervisors believes that the procedures of the company’s 2021 annual report and its summary prepared and reviewed by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
Voting results: 3 in favor, 0 against and 0 abstention.
The result of the vote was passed.
(VII) proposal on the achievement of exercise conditions in the third exercise period of stock options first granted by the company’s stock option and restricted stock incentive plan in 2019
After checking the list of incentive objects, the board of supervisors believes that the exercise qualification of incentive objects is legal and valid, meets the feasible conditions for the first grant of the third exercise period set in the company’s 2019 stock option and restricted stock incentive plan (Draft), and agrees that the company handles the exercise procedures of 1.95 million stock options in the third exercise period for 47 incentive objects.
Voting results: 3 in favor, 0 against and 0 abstention.
The result of the vote was passed.
(VIII) proposal on the achievement of lifting the restrictions in the third lifting period of the company’s stock option and restricted stock incentive plan for the first time in 2019
After checking the list of incentive objects, the board of supervisors believes that the incentive objects’ qualification for lifting the restrictions on sales is legal and valid, meets the conditions for lifting the restrictions on sales in the third lifting period for the first grant of restricted shares set in the company’s 2019 stock option and restricted stock incentive plan (Draft), and agrees that the company handles the procedures for lifting the restrictions on sales of 3.12 million shares in the third lifting period for 52 incentive objects.
Voting: 3 in favor, 0 against and 0 abstention.
The result of the vote was passed.
(IX) proposal on the achievement of exercise conditions in the first exercise period of stock options first granted by the company’s stock option and restricted stock incentive plan in 2021
After checking the list of incentive objects, the board of supervisors believes that the exercise qualification of incentive objects is legal and valid, meets the feasible conditions for the first exercise period set in the company’s 2021 stock option and restricted stock incentive plan (Draft), and agrees that the company handles the exercise procedures of 2.44 million stock options in the first exercise period for 70 incentive objects.
Voting results: 3 in favor, 0 against and 0 abstention.
The result of the vote was passed.
(x) proposal on the achievement of the first release period of restricted shares granted by the company’s stock option and restricted stock incentive plan in 2021
After checking the list of incentive objects, the board of supervisors believes that the incentive objects’ qualification for lifting the restrictions on sales is legal and valid, meets the conditions for lifting the restrictions on sales in the first lifting period for the first grant of restricted shares set in the company’s 2021 stock option and restricted stock incentive plan (Draft), and agrees that the company handle the procedures for lifting the restrictions on sales of 6.4 million shares in the first lifting period for 76 incentive objects.
Voting: 3 in favor, 0 against and 0 abstention.
The result of the vote was passed.
（11） Proposal on withdrawal of incentive fund
Voting: 3 in favor, 0 against and 0 abstention.
The result of the vote was passed.
（12） Proposal on 2022 employee stock ownership plan (Draft) and its summary
The board of supervisors carefully and strictly reviewed the 2022 employee stock ownership plan (Draft) and its abstract formulated by the company, and put forward the following written review opinions: the Unittec Co.Ltd(000925) 2022 employee stock ownership plan (Draft) complies with the provisions of the company law, the securities law, the guidance on the pilot implementation of employee stock ownership plan by listed companies and other relevant laws, regulations and normative documents of the CSRC, The procedures and decision-making for the deliberation of the proposals related to the 2022 ESOP are legal and effective, and there is no situation that damages the interests of the company and all shareholders, nor is there any way to force employees to participate in the ESOP by means of apportionment and forced distribution. The employee stock ownership plan to be implemented this time meets the needs of the company’s development and is conducive to improving the level of corporate governance.
The board of supervisors agreed to submit the 2022 employee stock ownership plan (Draft) and its summary to the 2021 annual general meeting of shareholders for review.
Related supervisors Shen Fangxi and Li Ying avoided voting
Voting results: 1 affirmative vote, 0 negative vote, 0 abstention vote and 2 avoidance votes.
（13） Proposal on verifying the list of holders of the company’s employee stock ownership plan
After verification, the board of supervisors believes that the proposed holders of the company’s employee stock ownership plan (hereinafter referred to as “the plan”) meet the holder conditions specified in relevant laws, regulations and normative documents, meet the holder range specified in Unittec Co.Ltd(000925) employee stock ownership plan (Draft), and their subject qualification as the holder of the company’s employee stock ownership plan is legal and effective.
As the related supervisors Shen Fangxi and Li Ying avoided voting, according to the relevant provisions of the company’s articles of association, the proposal should be directly submitted to the general meeting of shareholders for deliberation, which can be implemented only after being approved by the company’s 2021 annual general meeting of shareholders.
Voting results: 1 affirmative vote, 0 negative vote, 0 abstention vote and 2 avoidance votes.
（14） Proposal on purchasing liability insurance for directors, supervisors and senior managers of the company
Voting results: according to relevant laws and regulations, all supervisors of the company avoided voting on this proposal and agreed to submit it to the 2021 annual general meeting for deliberation.
Voting: 3 in favor, 0 against and 0 abstention.
The result of the vote was passed. 3、 Documents for future reference
1. 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.
Unittec Co.Ltd(000925) board of supervisors
April 20, 2002
