Securities code: 300551 securities abbreviation: Shanghai Guao Electronic Technology Co.Ltd(300551) Announcement No.: 2022-004 Shanghai Guao Electronic Technology Co.Ltd(300551)
Announcement on the resolutions of the 14th meeting of the 4th 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.
The 14th meeting of the 4th board of supervisors of Shanghai Guao Electronic Technology Co.Ltd(300551) (hereinafter referred to as “the company”) was notified to all supervisors by communication on January 18, 2022 and held on site on January 19, 2022. All supervisors of the board of supervisors of the company performed their duties independently. The meeting of the board of supervisors of the company was convened and presided over by Ms. Lu Chunqi, chairman of the board of supervisors. The convening of the meeting of the board of supervisors and the number of supervisors participating in the voting comply with the company law of the people’s Republic of China and other laws, administrative regulations, normative documents, the articles of association and other relevant provisions.
1、 The proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary was reviewed and adopted
After consideration, The board of supervisors believes that the contents of the restricted stock incentive plan (Draft) in 2022 and its abstract comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, and the Listing Rules of gem stocks of Shenzhen Stock Exchange (revised in December 2020) Relevant laws, regulations and normative documents such as the guidelines for self discipline supervision of companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling and the provisions of the articles of association have fulfilled relevant legal procedures, which is conducive to the sustainable development of the company, and there is no obvious harm to the interests of the company and all shareholders.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation. For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day The 2022 restricted stock incentive plan (Draft) and its abstract. 2、 Deliberated and passed the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022
After deliberation, the board of supervisors believes that the company’s measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2022 complies with the provisions of relevant laws, regulations, normative documents and the actual situation of the company, can ensure the smooth implementation of the company’s restricted stock incentive plan in 2022, further improve the corporate governance structure and form a good value distribution system, Fully mobilize the enthusiasm of the directors, senior managers, middle managers and core backbone personnel of the company and its holding subsidiaries to make them work more honestly and diligently, so as to ensure the steady improvement of the company’s performance and the realization of the company’s development strategy and business objectives.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation. For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Management measures for the implementation and assessment of restricted stock incentive plan in 2022. 3、 The proposal on verifying the list of incentive objects first granted by the company’s restricted stock incentive plan in 2022 was reviewed and passed
After the preliminary review of the list of incentive objects to be granted for the first time, the board of supervisors believes that:
1. In 2021, the company’s restricted stock incentive plan granted some incentive objects for the first time, including directors, senior managers and employees of the company (including holding subsidiaries, the same below) Middle managers and core backbone personnel (excluding independent directors, supervisors and foreign employees, as well as shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children).
2. After verification, the incentive object does not have the following circumstances:
(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.
3. The incentive objects first granted by the company’s restricted stock incentive plan in 2022 have the qualifications specified in the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws, regulations and normative documents, as well as the articles of association, and meet the conditions of incentive objects specified in the measures for the administration of stock incentive of listed companies, It complies with the scope of incentive objects specified in the company’s restricted stock incentive plan (Draft) in 2022, and its subject qualification as the incentive object of the company’s restricted stock incentive plan is legal and effective.
4. The company will publicize the names and positions of incentive objects through the company’s internal publicity system before the general meeting of shareholders, and the publicity period shall not be less than 10 days. After fully listening to the publicity opinions, the board of supervisors will disclose the review opinions on the incentive list and the explanation of the publicity five days before the shareholders’ meeting considers the 2022 restricted stock incentive plan.
Voting results: 3 in favor, 0 against and 0 abstention.
For the list of specific incentive objects, see the company’s disclosure on cninfo.com.cn on the same day List of incentive objects first granted under the restricted stock incentive plan in 2022 on the.
4、 Deliberated and passed the proposal on extending the validity period of the company’s resolution on issuing shares to specific objects and listing on the gem
The company held the fourth extraordinary general meeting of shareholders in 2020 on November 9, 2020, deliberated and passed the proposal on the company’s plan to issue shares to specific objects and list on the gem one by one, and agreed to the company’s issues related to issuing shares to specific objects and listing on the gem. The validity of the resolution is 12 months.
On March 5, 2021, the board of directors of the company announced that the company had received the reply on approving Shanghai Guao Electronic Technology Co.Ltd(300551) to issue shares to specific objects for registration (zjxk [2021] No. 599) issued by China Securities Regulatory Commission, and agreed that the company would issue shares to specific objects, which is valid for 12 months from the date of agreed registration.
Now, since the validity period of the resolution of the fourth extraordinary general meeting of shareholders in 2020 on the issuance of shares to specific objects and listing on the gem has expired, in order to ensure the smooth progress of matters related to the issuance of shares to specific objects and listing on the gem, It is agreed to extend the validity period of the resolution on issuing shares to specific objects and listing on the gem for 12 months from the expiration of the validity period. In addition to extending the above validity period, other contents of the resolution on issuing shares to specific objects and listing on the gem remain unchanged.
The extension of the validity period of the company’s resolution to issue shares to specific objects is mainly to ensure the smooth progress of matters related to the company’s issuance of shares to specific objects, comply with the provisions of relevant laws and regulations, and do not damage the interests of the company and other shareholders.
Voting results: 3 in favor, 0 against and 0 abstention.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on extending the period of validity of the resolution of the general meeting of shareholders and the period of validity of the authorization of the general meeting of shareholders of the company issuing shares to specific objects and listing on the gem.
It is hereby announced.
Shanghai Guao Electronic Technology Co.Ltd(300551) board of supervisors
January 19, 2022
