Guangzhou Pearl River Piano Group Co.Ltd(002678) independent director
Independent opinions on matters related to the sixth meeting of the Fourth Board of directors
In accordance with the provisions of the company law, the standardized operation of listed companies on the main board, the measures for the administration of equity incentives of listed companies and other relevant laws and regulations, as independent directors of Guangzhou Pearl River Piano Group Co.Ltd(002678) (hereinafter referred to as the “company”), we have carefully read the materials of this meeting and stood on the basis of independent judgment, After discussion, we hereby express the following independent opinions on the matters related to the company’s 2022 restricted stock incentive plan considered at the sixth meeting of the Fourth Board of directors:
1. The formulation and review process of the company’s 2022 restricted stock incentive plan (Draft) and its abstract comply with the provisions of relevant laws, regulations, rules and normative documents such as the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”).
2. It is not found that the company is prohibited from implementing equity incentive as stipulated in the administrative measures and other laws, regulations and normative documents, and the company has the subject qualification to implement restricted stock incentive plan.
3. The incentive objects determined by the company’s restricted stock incentive plan have the qualifications specified in the company law, securities law, articles of association and other laws, regulations and normative documents; There is no case that the stock exchange has identified it as an inappropriate candidate within the last 12 months; There is no situation in which the CSRC and its dispatched offices have identified them as inappropriate candidates in the last 12 months; There are no cases in which the CSRC and its dispatched offices have imposed administrative penalties or taken market entry prohibition measures for major violations of laws and regulations in the last 12 months; There are no circumstances under which the company law stipulates that he shall not serve as a director or senior manager of the company; There is no case that the listed company is not allowed to participate in the equity incentive according to laws and regulations. The listed personnel meet the incentive object conditions specified in the administrative measures and the incentive object scope specified in the company’s restricted stock incentive plan. Their subject qualification as the incentive object of the company’s restricted stock incentive plan is legal and effective.
4. The content of the company’s restricted stock incentive plan (Draft) in 2022 complies 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 granting arrangement of restricted shares to each incentive object (including the granting quantity, granting date, granting conditions, granting price and other matters) does not violate the provisions of relevant laws, regulations and normative documents, and does not infringe the interests of the company and all shareholders.
5. The company has formulated corresponding assessment management measures for this equity incentive plan, and established a relatively perfect performance evaluation system and incentive and restraint mechanism to ensure the effective implementation of the incentive plan. The assessment system of equity incentive plan is comprehensive, comprehensive and operable. The assessment indicators are set scientifically and reasonably. At the same time, it has a restrictive effect on the incentive objects, which can achieve the assessment purpose of this incentive plan.
6. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
7. The company’s implementation of the restricted stock incentive plan is conducive to further improving the corporate governance structure, improving the corporate incentive mechanism, fully mobilizing the enthusiasm and creativity of the company’s core management team and core backbone, effectively combining the interests of shareholders, the company and the personal interests of the core team, and making all parties pay common attention to the long-term development of the company, Conducive to the sustainable development of the company. To sum up, we believe that the company’s restricted stock incentive plan is conducive to the sustainable development of the company and does not damage the interests of the company and all shareholders, especially minority shareholders. We unanimously agree that the company will implement this restricted stock incentive plan, and agree that the company’s restricted stock incentive plan will be submitted to the general meeting of shareholders of the company for deliberation after being reviewed and approved by the state owned assets supervision and Administration Commission of Guangzhou Municipal People’s government.
(there is no text on this page, which is the signature page of Guangzhou Pearl River Piano Group Co.Ltd(002678) independent directors’ independent opinions) signature of independent directors:
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Chen Qian, Nie Tieliang
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Zhou Yanfeng, Liu Tao
January 27, 2022
