Changying Xinzhi Technology Co.Ltd(002664)
The verification opinions of the board of supervisors on matters related to the company’s stock option incentive plan in 2022 are 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 administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws and regulations According to the relevant provisions of the normative documents and the articles of association, the board of supervisors of the company hereby expresses the following opinions after verifying the 2022 stock option incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”, “this incentive plan”) and other relevant materials:
1、 Verification opinions on 2022 stock option incentive plan (Draft) and its summary
(I) the company is not prohibited to implement the equity incentive plan as stipulated in the management measures and other laws and regulations, and has the subject qualification to implement the equity incentive plan:
1. The financial and accounting 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;
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, 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.
(II) the formulation, review process and contents of the company’s incentive plan (Draft) comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures and so on; The grant arrangement and exercise arrangement of stock options for each incentive object (including grant amount, grant date, exercise price, waiting period, exercise period, exercise conditions and other matters) do not violate the provisions of relevant laws, regulations and normative documents, and do not infringe the interests of the company and all shareholders.
(III) the company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to incentive objects.
(IV) the company’s implementation of this incentive plan can establish and improve the company’s long-term incentive mechanism, optimize the salary and assessment system, improve the distribution mechanism combining incentive and restraint, make the operators and shareholders form a community of interests, enhance cohesion, 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 the company and all shareholders.
2、 Verification opinions on the administrative measures for the implementation and assessment of 2022 stock option incentive plan
(I) the company’s measures for the administration of the assessment of the implementation of the 2022 stock option incentive plan (hereinafter referred to as the “measures for the administration of assessment”) aims to ensure the smooth implementation of the incentive plan, ensure the standardized operation of the incentive plan, and comply with the provisions of the company law, the securities law, the administrative law and other relevant laws, regulations and normative documents, as well as the articles of association.
(II) the assessment management measures are in line with the actual situation of the company, with scientific and reasonable assessment indicators, comprehensiveness, comprehensiveness and operability. At the same time, it has a binding effect on the incentive objects, can achieve the assessment purpose of the incentive plan, can ensure the smooth implementation of the incentive plan, and will further improve the corporate governance structure and form a good value distribution system. It is conducive to the sustainable development of the company and will not damage the interests of the listed company and all shareholders. 3、 Verification opinions on the list of incentive objects of 2022 stock option incentive plan
(I) the incentive objects are directors, middle and senior managers and core technology (business) backbone of the company (including consolidated statement subsidiaries), all of whom are in-service employees of the company; There are no independent directors and supervisors among the incentive objects, nor do they include shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
(II) the incentive objects determined in the incentive plan do 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.
(III) 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 meet the scope of incentive objects specified in the company’s incentive plan (Draft). Their subject qualification as incentive objects of this incentive plan is legal and effective.
The company will publicize the names and positions of the incentive objects internally for a period of no less than 10 days. After fully listening to the publicity opinions, the board of supervisors will review the list of incentive objects and explain the publicity five days before the general meeting of shareholders of the company considers the incentive plan.
To sum up, we agree that the company will implement this incentive plan.
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(there is no text on this page, which is the signature page of the Changying Xinzhi Technology Co.Ltd(002664) board of supervisors’ verification opinions on matters related to the company’s 2022 stock option incentive plan) supervisors:
Tao Kaijiang, Zhou Biao, Liang Jun
Changying Xinzhi Technology Co.Ltd(002664)
Board of supervisors
January 24, 2022
