Securities code: 300207 securities abbreviation: Sunwoda Electronic Co.Ltd(300207) Announcement No.: 2022-014 Sunwoda Electronic Co.Ltd(300207)
Announcement on resolutions of the 23rd Meeting of the 5th 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.
Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as ” Sunwoda Electronic Co.Ltd(300207) ” or “the company”) held the 23rd Meeting of the 5th board of supervisors in the company’s conference room on January 19, 2022. The board of supervisors should have 3 supervisors and actually 3 supervisors. The meeting was presided over by Ms. yuan Huiqiong, chairman of the board of supervisors. The meeting was convened and held in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Sunwoda Electronic Co.Ltd(300207) articles of Association (hereinafter referred to as the “articles of association”). The meeting unanimously adopted the following resolutions: I. the proposal on the company’s incentive plan for restricted shares and stock options in 2022 (Draft) and its summary was deliberated and adopted.
After review, the board of supervisors believes that the contents of the company’s restricted stock and stock option incentive plan for 2022 (Draft) and its abstract comply with the provisions of the company law, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents. The implementation of the restricted stock and stock option incentive plan in 2022 (hereinafter referred to as “equity incentive plan” or “this incentive plan”) will be conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
The Sunwoda Electronic Co.Ltd(300207) 2022 restricted stock and stock option incentive plan (Draft) and its abstract are published on cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 The proposal on the management measures for the implementation and assessment of the company’s restricted stock and stock option incentive plan in 2022 was reviewed and adopted.
After review, the board of supervisors believes that the company’s management measures for the implementation and assessment of restricted stock and stock option incentive plan in 2022 is in line with relevant national regulations and the actual situation of the company, can ensure the smooth implementation of the company’s equity incentive plan, is conducive to further improving the company’s governance structure, forming a good and balanced value distribution system, and establishing shareholders and company managers Benefit sharing and restraint mechanism among key personnel. Therefore, the board of supervisors agreed to implement the assessment method.
The specific contents of the measures for the administration of the implementation and assessment of the Sunwoda Electronic Co.Ltd(300207) 2022 restricted stock and stock option incentive plan are published on cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3、 The proposal on verifying the list of incentive objects of the company’s restricted stock and stock option incentive plan in 2022 was reviewed and approved.
After the preliminary verification of the list of incentive objects of the Sunwoda Electronic Co.Ltd(300207) 2022 restricted stock and stock option incentive plan (hereinafter referred to as the list of incentive objects of the incentive plan), the board of supervisors believes that the personnel listed in the list of incentive objects of the company’s incentive plan have the qualifications specified in the company’s judicial, articles of association and other laws, regulations and normative documents, There is no situation that the stock exchange has identified it as an inappropriate candidate within the last 12 months; There is no case that the CSRC and its dispatched offices have identified it as an inappropriate candidate within 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 situation 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 for equity incentive of listed companies, meets the incentive object scope specified in the Sunwoda Electronic Co.Ltd(300207) 2022 restricted stock and stock option incentive plan (Draft) and its abstract, and its subject qualification as the incentive object of the company’s incentive plan is legal Effective.
The company will publicize the names and positions of incentive objects within the company through the company’s internal office system or other channels for a period of not less than 10 days. After fully listening to the public opinions, the board of supervisors shall disclose the verification instructions of incentive objects 5 days before the shareholders’ meeting deliberates the Sunwoda Electronic Co.Ltd(300207) 2022 restricted stock and stock option incentive plan (Draft) and its summary.
The specific contents of the list of incentive objects of the Sunwoda Electronic Co.Ltd(300207) 2022 restricted stock and stock option incentive plan are published on cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: 3 in favor, 0 against and 0 abstention.
4、 The proposal on the company’s foreign exchange hedging business was deliberated and adopted.
The board of supervisors believes that the company intends to carry out foreign exchange hedging business this time in order to make full use of foreign exchange hedging tools to reduce or avoid exchange rate risks caused by exchange rate fluctuations, reduce exchange losses and control business risks, which is necessary. The company has formulated the hedging internal control system and improved the relevant internal control system. The risk management measures taken by the company are feasible, and the company is agreed to carry out foreign exchange hedging business.
The specific contents of the company’s announcement on the company’s foreign exchange hedging business are published on cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
5、 The proposal on using idle self owned funds for cash management was deliberated and adopted.
The board of supervisors believes that the company’s use of idle self owned funds for cash management without affecting the normal operation and ensuring the safety of funds is conducive to improving the use efficiency of the company’s self owned funds and increasing the company’s capital income on the premise of risk control, will not adversely affect the company’s business activities, is in line with the interests of the company, and will not damage the company and all shareholders, Especially the interests of minority shareholders.
The specific contents of the company’s announcement on cash management with idle self owned funds are published on cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
6、 The proposal on providing guarantee for subsidiaries was deliberated and adopted.
The specific contents of the company’s announcement on providing guarantees for subsidiaries are published on the gem information disclosure website cninfo.com designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements. Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
It is hereby announced.
Sunwoda Electronic Co.Ltd(300207)
Board of supervisors
January 20, 2022
