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Stock code: 688388 Stock abbreviation: Jiayuan Technology Announcement No.: 2025-018
Convertible bond code: 118000 Convertible bond abbreviation: Jiayuan convertible bond
Guangdong Jiayuan Technology Co., Ltd
Announcement of the resolution of the 26th meeting of the fifth board of supervisors
The Board of Supervisors and all the Supervisors of the Company guarantee that there are no false records or misleading statements in the content of this announcement
or material omissions, and bear legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
1. The convening of the meeting of the board of supervisors
The 26th meeting of the 5th Board of Supervisors of Guangdong Jiayuan Technology Co., Ltd. (hereinafter referred to as the "Company") (hereinafter referred to as the "Meeting") was held on March 14, 2025 by means of on-site combined communication voting. The notice of this meeting will be sent to all supervisors by email on March 11, 2025, and with the unanimous consent of all supervisors, the notice time limit requirement for this meeting of the board of supervisors will be waived. The number of supervisors attending the meeting shall be 3, and the number of supervisors attending the meeting shall comply with the provisions of the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law") and the Articles of Association of Guangdong Jiayuan Technology Co., Ltd. (hereinafter referred to as the "Articles of Association"). The convening and convening procedures of the meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the Articles of Association, and the resolutions of the meeting are legal and valid.
2. Deliberations of the Board of Supervisors
The meeting deliberated and passed the following proposals by secret ballot:
(1) Reviewed and approved the "Proposal on Carrying out Futures Hedging Business"
(1) The Board of Supervisors believes that, after deliberation, the company and its subsidiaries carry out futures hedging business, which is proposed according to the actual business needs of the company, mainly to avoid the operational risks caused by fluctuations in raw material prices, improve the company's ability to resist risks, and achieve the company's long-term steady development. The development of the business is in line with the actual situation of the company, and the relevant decision-making procedures are in accordance with the relevant laws and regulations such as the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 1 - Standardized Operation, and the Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 5 - Transactions and Related Party Transactions.
There is no harm to the interests of the company and all shareholders. In summary, the Board of Supervisors agreed to this proposal.
(2) Voting result: 3 votes in favor, 0 votes against, 0 abstentions.
(3) This proposal does not involve related party transactions, and there is no need to recuse itself from voting.
(4) This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(5) For details, please refer to the "Announcement of Guangdong Jiayuan Technology Co., Ltd. on Carrying out Futures Hedging Business" (Announcement No.: 2025-019) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
(2) Reviewed and approved the "Proposal on Carrying out Foreign Exchange Derivatives Trading Business"
(1) The Board of Supervisors believes that, after deliberation, the company's foreign exchange derivatives trading business is based on normal production and operation, with the purpose of avoiding and preventing exchange rate risks, improving the ability to actively respond to foreign exchange fluctuation risks through foreign exchange derivatives trading business, avoiding and preventing exchange rate fluctuations from adverse effects on the company's operating performance and profits, improving the efficiency of foreign exchange funds, and reasonably reducing financial costs. On the basis of normal production and operation, relying on specific business operations, and on the premise of ensuring normal production and operation, the company has formulated the "Foreign Exchange Derivatives Trading Business Management System", and improved the relevant internal control system, and the targeted risk control measures taken by the company are feasible and effective. The relevant decision-making procedures of the company to carry out foreign exchange derivatives business comply with the relevant national laws, regulations and the relevant provisions of the articles of association, and there is no harm to the interests of the company and all shareholders. In summary, the Board of Supervisors agreed to this proposal.
(2) Voting result: 3 votes in favor, 0 votes against, 0 abstentions.
(3) This proposal does not involve related party transactions, and there is no need to recuse itself from voting.
(4) This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(5) For details, please refer to the "Announcement of Guangdong Jiayuan Technology Co., Ltd. on Carrying out Foreign Exchange Derivatives Trading Business" (Announcement No.: 2025-020) disclosed by the Company on the website (www.sse.com.cn) of the Shanghai Stock Exchange on the same day.
(3) Reviewed and approved the "Proposal on Granting Reserved Restricted Shares to Incentive Recipients"
(1) The Board of Supervisors verified whether the reserved grant conditions of the Company's 2024 restricted stock incentive plan have been achieved, and the Board of Supervisors believes that:
1. The company does not have the prohibition on the implementation of equity incentive plans stipulated in laws, administrative regulations and normative documents such as the Administrative Measures for Equity Incentive Plans of Listed Companies (hereinafter referred to as the "Administrative Measures"), and the company has them
Qualifications for the implementation of equity incentive plans; The incentive objects reserved for granting in this incentive plan have the qualifications stipulated in the Company Law and other laws, regulations and normative documents, meet the conditions for incentive objects stipulated in the Administrative Measures and the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange, and meet the scope of incentive objects specified in the Company's 2024 Restricted Stock Incentive Plan (Draft) (hereinafter referred to as the "Incentive Plan (Draft)" or "the Incentive Plan") and its summary, and their qualifications as the subject of the Company's incentive plan reserved for granting incentive objects are legitimateEffective.
2. The Board of Supervisors shall verify the reserved grant date of this incentive plan, and the Board of Supervisors shall believe that:
The reserved grant date of this incentive plan determined by the Company is in accordance with the relevant provisions of the Administrative Measures and the relevant provisions of the Incentive Plan (Draft) and its summary regarding the grant date.
Therefore, the Board of Supervisors believes that the reserved grant conditions stipulated in this incentive plan have been fulfilled, agrees that the reserved grant date of the company's incentive plan is March 14, 2025, and agrees to grant 410,000 restricted shares to 39 incentive recipients at a grant price of RMB 10.23 per share.
(2) Voting result: 3 votes in favor, 0 votes against, 0 abstentions.
(3) This proposal does not involve related party transactions, and there is no need to recuse itself from voting.
(4) This proposal does not need to be submitted to the general meeting of shareholders of the company for deliberation.
(5) For details, please refer to the "Announcement of Guangdong Jiayuan Technology Co., Ltd. on Granting Reserved Restricted Shares to Incentive Recipients" (Announcement No.: 2025-022) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
The announcement is hereby made.
Board of Supervisors of Guangdong Jiayuan Technology Co., Ltd
March 15, 2025
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