Suzhou Gyz Electronic Technology Co.Ltd(688260) board of supervisors
The verification opinions on the company's restricted stock incentive plan (Draft) in 2022 Suzhou Gyz Electronic Technology Co.Ltd(688260) (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") and 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 "measures"), the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules"), the self regulatory guide for listed companies on the science and Innovation Board No. 4 - disclosure of equity incentive information and other relevant laws The regulations, normative documents and relevant provisions of the Suzhou Gyz Electronic Technology Co.Ltd(688260) articles of Association (hereinafter referred to as the "articles of association") have verified the company's restricted stock incentive plan (Draft) in 2022 (hereinafter referred to as the "incentive plan (Draft)"), and the verification opinions are as follows:
1. The company does not have any circumstances that prohibit the implementation of equity incentive plan as stipulated in the management measures and other laws and regulations, including: (1) the financial and accounting report of the latest fiscal year was issued with negative opinions or audit reports that could not express opinions by certified public accountants; (2) The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant; (3) Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing; (4) Equity incentive is not allowed according to laws and regulations; (5) Other circumstances recognized by the CSRC. The company is qualified to implement the equity incentive plan.
2. The incentive objects granted by the company's restricted stock equity incentive plan for the first time do not have the following circumstances: (1) they have been identified as inappropriate candidates by the stock exchange in 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 in 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. The incentive object does not include the independent directors and supervisors of the company. The incentive objects granted for the first time meet the incentive object conditions specified in the administrative measures and listing rules, and the scope of incentive objects specified in the company's incentive plan (Draft). Their subject qualification as incentive objects of the company's restricted stock incentive plan is legal and effective. The company will publicize the names and positions of incentive objects within the company through the company's website or other channels before the general meeting of shareholders, and the publicity period shall not be less than 10 days. The board of supervisors will disclose the audit opinions on the list of incentive objects and the explanation of their publicity five days before the shareholders' meeting considers the equity incentive plan.
3. The formulation, review process and contents of the company's incentive plan (Draft) comply with the provisions of the company law, securities law, administrative measures, listing rules and other relevant laws, regulations and normative documents; The granting and attribution of restricted shares to each incentive object (including the number of grants, grant date, grant price, term of office requirements, attribution conditions, etc.) does not violate the provisions of relevant laws and regulations, and does not infringe the interests of the company and all shareholders.
4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
5. The implementation of equity incentive plan by the company can improve the incentive mechanism of the company and the distribution mechanism combining incentive and restraint, so as to form a community of interests between managers and shareholders, improve management efficiency and level, which is conducive to the sustainable development of the company, and there is no obvious damage to the interests of listed companies and all shareholders.
To sum up, we agree that the company will implement the restricted stock incentive plan in 2022.
Suzhou Gyz Electronic Technology Co.Ltd(688260) board of supervisors January 21, 2022
