Shanghai Guao Electronic Technology Co.Ltd(300551) independent director
Independent opinions on matters related to the 22nd Meeting of the Fourth Board of directors of the company
In accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the rules for independent directors of listed companies, the articles of association of Shanghai Guao Electronic Technology Co.Ltd(300551) (hereinafter referred to as the “articles of association”) and the working rules for Shanghai Guao Electronic Technology Co.Ltd(300551) independent directors, we are the independent directors of Shanghai Guao Electronic Technology Co.Ltd(300551) (hereinafter referred to as “the company” or ” Shanghai Guao Electronic Technology Co.Ltd(300551) “), Carefully reviewed the relevant materials of the 22nd Meeting of the 4th board of directors of the company, and based on independent positions and judgments, expressed the following independent opinions on the relevant matters involved in this meeting:
1、 Independent opinions on granting restricted shares to incentive objects for the first time
After verification, we believe that:
1. According to the authorization of the general meeting of shareholders to the board of directors in the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive approved by the company’s first extraordinary general meeting of shareholders in 2022, the board of directors determined that the first grant date of the company’s restricted stock incentive plan in 2022 (hereinafter referred to as “this incentive plan”) is February 7, 2022, The grant date complies with the relevant provisions on the grant date in the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the company’s restricted stock incentive plan for 2022 (Draft).
2. Some of the incentive objects granted for the first time determined in the company’s incentive plan do not have the situation of prohibiting the granting of restricted shares as stipulated in the administrative measures, and the subject qualification of the incentive objects is legal and effective.
3. Neither the company nor the incentive object is allowed to grant restricted shares, and the first grant conditions specified in the company’s restricted stock incentive plan in 2022 have been met.
4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
5. The company’s implementation of this incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, enhance the company’s core management team and key employees’ sense of responsibility and mission for the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
To sum up, we agree that the first grant date of the company’s incentive plan is February 7, 2022, and agree to grant 14.5 million class II restricted shares to 100 eligible incentive objects at the grant price of 19.31 yuan / share.
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(there is no text on this page, which is the signature page of Shanghai Guao Electronic Technology Co.Ltd(300551) independent director’s opinions on matters related to the 22nd Meeting of the Fourth Board of directors of the company) signature of independent director:
Yao Baojing, Chen Zhenting, Wang Shibing
specific date
