Guangxi Wuzhou Zhongheng Group Co.Ltd(600252)
Report of independent directors on the 35th meeting of the 9th board of directors
Independent opinions on relevant matters
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 governance standards of listed companies and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) According to the relevant provisions of the Listing Rules of Shanghai Stock Exchange and the articles of association of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) , as an independent director of the company, we reviewed the proposals and relevant materials considered at the 3rd and 15th meetings of the 9th board of directors of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) (hereinafter referred to as ” Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) ” or “the company”) held by means of communication on January 27, 2022. In accordance with the provisions of relevant laws and regulations and based on our objective and independent judgment, we hereby express the following independent opinions on relevant matters: I. independent opinions on the proposal on adjusting matters related to the 2021 restricted stock incentive plan:
The company’s adjustment of the list of incentive objects granted for the first time and the number of shares granted and reserved for the first time in the restricted stock incentive plan in 2021 complies with the company law, the securities law, the administrative measures and other laws Regulations and normative documents, as well as relevant provisions on the adjustment of incentive plan in Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)” or “this incentive plan”). The content of this adjustment is within the scope authorized by the fourth extraordinary general meeting of shareholders in 2021 to the board of directors of the company. The adjustment procedure is legal and compliant, and there is no damage to the interests of the company and shareholders. The adjusted incentive object is not prohibited from being granted restricted shares, and the subject qualification of the incentive object is legal and effective.
In conclusion, all independent directors unanimously agree that the company will adjust the list of incentive objects granted for the first time and the number of grants granted for the first time and reserved in the restricted stock incentive plan in 2021.
2、 Independent opinions on Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) proposal on granting restricted shares to incentive objects for the first time:
The company plans to grant to the incentive objects of the restricted stock incentive plan in 2021. We believe that:
1. According to the authorization of the company’s fourth extraordinary general meeting in 2021, the board of directors determined that the granting date of the company’s restricted stock incentive plan in 2021 was January 27, 2022, which was in line with the provisions on the granting date in the administrative measures and other laws and regulations, normative documents and the incentive plan (Draft), At the same time, this grant also meets the conditions for the incentive object to be granted restricted shares in this incentive plan.
2. The company is not prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents. The company has the subject qualification to implement the equity incentive plan.
3. The incentive objects granted with restricted shares determined by the company meet the incentive object conditions specified in the management measures and the scope of incentive objects specified in the company’s incentive plan (Draft), and their main qualification as the incentive object of the company’s restricted stock incentive plan in 2021 is legal and effective.
4. The source of funds of the incentive object is the self raised funds of the incentive object. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive object. 5. When the board of directors of the company deliberates the relevant proposals, the related directors have avoided voting on the relevant proposals, which shall be deliberated and voted by the non related directors.
6. The company’s implementation of the restricted stock incentive plan in 2021 will help to further improve the company’s corporate governance structure, promote the company to establish and improve the distribution mechanism combining incentive and restraint, and fully mobilize the work enthusiasm of the company’s directors, senior managers, core backbone personnel and other employees who have a direct impact on the company’s economic performance and future development, Effectively combine the interests of shareholders, the company and the personal interests of operators, improve the operation and management level of the company, cultivate and build a high-level talent team with strong independent innovation ability, promote the steady and rapid improvement of the company’s business performance, and bring sustainable returns to shareholders.
To sum up, we agree that the grant date of the company’s restricted stock incentive plan is January 27, 2022, and 36.375 million restricted shares are granted to 218 incentive objects who meet the grant conditions, with the grant price of RMB 1.76 per share.
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(there is no text on this page, only the signature page of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) independent directors’ independent opinions on matters related to the 35th meeting of the ninth board of directors) independent directors:
Li Zhongjun, Wang Hongliang, Li Junhua
January 27, 2022
