Gettopacoustic Co.Ltd(002655) board of supervisors
Review opinions on matters related to stock option and restricted stock incentive plan in 2022
In accordance with the company law of the people’s Republic of China (hereinafter referred to as 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 (hereinafter referred to as the “administrative measures”), the Gettopacoustic Co.Ltd(002655) articles of Association (hereinafter referred to as the “articles of association”), and other relevant provisions, The board of supervisors of the company carefully checked the matters related to the 2022 stock option and restricted stock incentive plan considered at the 10th meeting of the Fifth Board of supervisors of the company, and issued the following audit opinions:
1、 Verification opinions on 2022 stock option and restricted stock incentive plan (Draft) and its summary
After careful review, the board of supervisors believes that the contents of the 2022 stock option and restricted stock incentive plan (Draft) and its summary comply with the relevant provisions of the company law, the securities law, the management measures, the articles of association, etc. The company’s implementation of this equity incentive plan can improve the company’s incentive mechanism and the distribution mechanism combining incentive and restraint, so as to form a community of interests between employees and shareholders, which is conducive to improving employees’ enthusiasm and creativity, so as to improve the company’s production efficiency and level, which is conducive to the long-term sustainable development of the company, and there is no situation that damages the interests of listed companies and all shareholders. Therefore, the board of supervisors agreed to implement the equity incentive plan and submit it to the general meeting of shareholders for deliberation.
2、 Verification opinions on the management measures for the implementation and assessment of stock option and restricted stock incentive plan in 2022
After careful review, the board of supervisors believes that the formulation of the management measures for the implementation and evaluation of the 2022 stock option and restricted stock incentive plan complies with the relevant provisions of the company law, the securities law, the management measures, the articles of association, etc. the formulated performance evaluation system, performance evaluation methods and evaluation indicators are comprehensive, comprehensive and operable, and binding on the incentive objects, Can achieve the assessment effect. Therefore, the board of supervisors agreed to submit the measures to the general meeting of shareholders for deliberation.
3、 Verification opinions on the list of incentive objects first granted by the stock option and restricted stock incentive plan in 2022
After careful review, the board of supervisors believes that the incentive objects of the company’s stock option and restricted stock incentive plan are the company’s directors, senior managers, middle managers and core technical (business) personnel, excluding the company’s independent 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. All the incentive objects listed in the company’s equity incentive plan have the qualifications specified in the company law, management measures and articles of association, and there is no situation that they have been identified as inappropriate candidates by the stock exchange in the last 12 months; There is no situation in which the CSRC and its dispatched offices have identified them as inappropriate candidates in the last 12 months; There are no cases in which the CSRC and its dispatched offices have imposed administrative penalties or taken market entry prohibition measures for major violations of laws and regulations in the last 12 months; There are no circumstances under which the company law stipulates that he shall not serve as a director or senior manager of the company; There is no case that the company is not allowed to participate in the equity incentive of listed companies according to laws and regulations, meets the incentive object conditions specified in the administrative measures, meets the incentive object scope specified in the company’s current stock option and restricted stock incentive plan (Draft) and its summary, and its subject qualification as the incentive object of the company’s current stock option and restricted stock incentive plan is legal and effective.
Gettopacoustic Co.Ltd(002655) board of supervisors may 19, 2002
