Securities code: 002664 securities abbreviation: Changying Xinzhi Technology Co.Ltd(002664) No.: 2022-003 Changying Xinzhi Technology Co.Ltd(002664)
Announcement on the resolutions of the 16th 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.
1、 Convening of the board of supervisors:
Changying Xinzhi Technology Co.Ltd(002664) (hereinafter referred to as “the company”) the 14th meeting of the Fourth Board of supervisors (hereinafter referred to as “the meeting”) was held on site in conference room 515, building 9, the company on January 24, 2022. The meeting notice was sent by hand, fax or email on January 19, 2022. The meeting was presided over by Mr. Tao Kaijiang, chairman of the board of supervisors. There were 3 supervisors and 3 actual supervisors. Some senior managers of the company attended the meeting as nonvoting delegates. The meeting shall be held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberation at the meeting of the board of supervisors:
After deliberation, the meeting adopted the following resolutions:
1. The proposal on the company’s 2022 stock option incentive plan (Draft) and its summary was deliberated and adopted
After verification, the board of supervisors believes that the contents of the company’s 2022 stock option incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)” and “this incentive plan”) and its summary comply with the company law and the securities law of the people’s Republic of China (hereinafter referred to as “Securities Law”) The measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association. The implementation of this incentive plan will help to further establish and improve the company’s long-term incentive and restraint mechanism, attract and retain talents, fully mobilize the enthusiasm of the company’s management team and core personnel, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, There is no situation that damages the interests of the company and all shareholders. See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Summary of 2022 stock option incentive plan (Draft), 2022 stock option incentive plan (Draft) and verification opinions of the board of supervisors on matters related to the company’s 2022 stock option incentive plan.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approved by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
2. The proposal on the management measures for the implementation and assessment of the company’s 2022 stock option incentive plan was deliberated and adopted
After verification, the board of supervisors believes that the management measures for the implementation and assessment of the 2022 stock option incentive plan of the company aims to ensure the smooth implementation of the incentive plan, ensure the standardized operation of the incentive plan, comply with the provisions of the company law, securities law, management measures and other relevant laws, regulations, normative documents and the articles of association, and is conducive to the sustainable development of the company, It will not harm the interests of the listed company and all shareholders. See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Management measures for the implementation and assessment of 2022 stock option incentive plan and the verification opinions of the board of supervisors on matters related to the company’s 2022 stock option incentive plan.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approved by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
3. The proposal on verifying the list of incentive objects of the 2022 stock option incentive plan was deliberated and adopted. After the preliminary verification of the list of proposed incentive objects, the board of supervisors believes that the proposed incentive objects of the incentive plan are directors, middle and senior managers and core technology (business) backbones of the company (including consolidated statement subsidiaries), all of whom are in-service employees who have established formal labor relations with the company. There are no 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 among the incentive objects.
After verification, the incentive object does not have the following circumstances:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(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 the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
All the incentive objects of this incentive plan have the qualifications specified in the company law, securities law and other laws, regulations and normative documents, meet the conditions of incentive objects specified in the management measures and the scope of incentive objects specified in the company’s incentive plan (Draft) and its abstract, and their subject qualification as incentive objects of this incentive plan is legal and effective.
The company will publicize the names and positions of incentive objects internally for a period of no less than 10 days. After fully listening to the publicity opinions, the board of supervisors shall disclose the verification opinions on the incentive objects and the explanation of publicity five days before the general meeting of shareholders of the company deliberates the incentive plan.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）List of incentive objects of 2022 stock option incentive plan and verification opinions of the board of supervisors on matters related to the company’s 2022 stock option incentive plan.
Voting results: 3 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolution of the 16th meeting of the 4th board of supervisors of the company
2. Other documents required by Shenzhen Stock Exchange.
It is hereby resolved.
Changying Xinzhi Technology Co.Ltd(002664)
Board of supervisors
January 25, 2022
