Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) board of supervisors
About the 20th meeting of the ninth board of supervisors
Verification opinions
Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) (hereinafter referred to as ” Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) ” or “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 provisions of relevant laws, regulations, normative documents and the articles of association, such as the stock listing rules of Shanghai Stock Exchange, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the company’s restricted stock incentive plan (Draft) in 2021 (hereinafter referred to as the “incentive plan (Draft)” “This incentive plan”) and other relevant materials have been checked and the following audit opinions have been made:
1、 Verification opinions on the company’s proposal on adjusting matters related to the 2021 restricted stock incentive plan
In view of the fact that 36 incentive objects in the company’s incentive plan voluntarily give up subscribing for all or part of the restricted shares to be granted to them due to personal reasons, according to the authorization of the fourth extraordinary general meeting of shareholders in 2021, the company plans to adjust the name list of incentive objects, the number of shares granted and reserved for the first time in this incentive plan.
After this adjustment, the number of incentive objects of restricted shares granted for the first time in the company’s incentive plan was adjusted from 250 to 218, the number of restricted shares granted for the first time was adjusted from 43.08 million shares to 36.375 million shares, and the number of reserved restricted shares was adjusted from 6.818443 million shares to 9.09375 million shares.
In addition to the above adjustments, the incentive plan of the company is consistent with the incentive plan (Draft) deliberated and approved by the fourth extraordinary general meeting of shareholders in 2021.
To sum up, the board of supervisors believes that this adjustment is in line with the relevant provisions of the management measures and the incentive plan (Draft), the basic information of the incentive objects granted after the adjustment is true, all meet the conditions of the incentive objects specified in relevant laws, regulations and the incentive plan (draft), and the subject qualification of the incentive objects is legal and effective, There is no situation that damages the interests of shareholders of the company. The board of supervisors approved the company to adjust the list of incentive objects granted for the first time and the number of shares granted and reserved for the first time in the 2021 restricted stock incentive plan.
2、 Verification opinions on the company’s proposal on granting restricted shares to incentive objects for the first time
1. The incentive objects granted with restricted shares this time have the qualifications specified in the company law, securities law, articles of association and other laws, regulations and normative documents, meet the conditions of incentive objects specified in the administrative measures and other documents, there is no situation that they are not allowed to become incentive objects specified in Article 8 of the administrative measures, and there are no independent directors Supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the listed company and their spouses, parents and children. The subject qualification of the incentive object granted with restricted shares this time is legal and effective, meets the conditions for granting restricted shares, and is consistent with the incentive object specified in the incentive plan (Draft) deliberated and approved by the fourth extraordinary general meeting of the company in 2021.
2. Neither the company nor the incentive objects granted restricted shares this time are allowed to grant restricted shares, and the conditions for the incentive objects to be granted restricted shares in this incentive plan have been met.
3. The grant date determined this time complies with the provisions on the grant date in the administrative measures and the incentive plan (Draft).
To sum up, the board of supervisors agreed to grant 36375000 restricted shares to 218 incentive objects at the grant price of RMB 1.76/share on January 27, 2022 as the first grant date.
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(there is no text on this page, which is only the signature page of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) board of supervisors’ verification opinions on the 20th meeting of the ninth board of supervisors)
Liu Mingliang, Shi Zhongbo, Li Yi
January 27, 2022
