Zhongyan Technology Co.Ltd(003001)
Verification opinions of the board of supervisors on the list of incentive objects reserved for the restricted stock incentive plan in 2021
Zhongyan Technology Co.Ltd(003001) (hereinafter referred to as the “company”) the board of supervisors 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”) and other relevant laws According to the provisions of laws and regulations, normative documents and the articles of association of Zhongyan Technology Co.Ltd(003001) (hereinafter referred to as the articles of association), the list of incentive objects reserved for partial grant of restricted stock incentive plan (Draft) in 2021 (hereinafter referred to as the “incentive plan”) has been reviewed, and the verification opinions are as follows:
1. The incentive objects reserved for the grant of some restricted shares in the company’s restricted stock incentive plan in 2021 do not become incentive objects as stipulated in the administrative 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 reserved for the grant of some restricted shares in the incentive plan are the core backbone of the company, all of whom are in-service employees who have established formal employment or labor relations with the company and its subsidiaries, and the incentive objects reserved for the grant of some restricted shares in the incentive plan do not include independent directors and supervisors, Nor does it include shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
3. The incentive objects granted with some restricted shares reserved in the incentive plan have the qualifications specified in the company law, securities law and other laws, regulations and normative documents as well as the articles of association, meet the conditions of incentive objects specified in the management measures, and meet the scope of incentive objects specified in the company’s 2021 restricted stock incentive plan (Draft) and its summary.
4. The reserved grant date determined by the board of directors complies with the provisions of the administrative measures and the incentive plan on the grant date. Neither the company nor the incentive objects granted rights and interests this time are prohibited from granting rights and interests. The company has set aside some restricted shares in the incentive plan, and the conditions for the incentive objects to be granted restricted shares have been met.
In conclusion, the board of supervisors of the company believes that the list of incentive objects reserved in the incentive plan meets the conditions specified in relevant laws, regulations and normative documents, and its subject qualification as the incentive object of the incentive plan is legal and effective.
The board of supervisors agreed that part of the restricted shares reserved in the company’s restricted stock incentive plan in 2021 would be granted on January 14, 2022, and 388893 restricted shares would be granted to 10 incentive objects who met the grant conditions. Zhongyan Technology Co.Ltd(003001) board of supervisors January 14, 2022
