Pnc Process Systems Co.Ltd(603690) independent director
Independent opinions on matters related to the fourth phase of equity incentive of the company
In accordance with the rules for independent directors of listed companies, the measures for the administration of equity incentive of listed companies, the articles of association and other relevant provisions, as an independent director of Pnc Process Systems Co.Ltd(603690) (hereinafter referred to as the “company”), we express independent opinions on matters related to the fourth phase of equity incentive of the company as follows:
1、 Independent opinions on matters related to the company’s fourth stock option and restricted stock incentive plan (Draft)
1. The company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies and other laws, regulations and normative documents. The company has the subject qualification to implement the equity incentive plan. 2. The incentive objects of the fourth stock option and restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”) comply with the provisions of the company law, the securities law, the measures for the administration of equity incentive of listed companies and other laws, regulations and normative documents, as well as the provisions on the subject qualification in the articles of association. The subject qualification of the incentive objects is legal Effective.
3. The formulation, deliberation procedures and contents of the incentive plan (Draft) and its summary comply with the provisions of the company law, the securities law, the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents; The granting arrangements, exercise / lifting of restrictions on the sale of stock options and restricted shares granted to each incentive object comply with the provisions of relevant laws, regulations and normative documents, and there is no situation that damages the legitimate rights and interests of the company and all shareholders.
4. The company has no plans or arrangements to provide loans, loan guarantees and other forms of financial assistance for the incentive objects to obtain relevant rights and interests according to the incentive plan.
5. The company’s implementation of equity incentive plan is conducive to further optimizing the company’s governance structure, establishing and improving the company’s long-term incentive and restraint mechanism, improving the company’s salary assessment system, improving the company’s overall cohesion, fully mobilizing the initiative and creativity of the company’s operation and management team and core cadres, and ensuring the realization of the company’s future development strategy and business objectives, Bring more efficient and lasting returns to shareholders.
To sum up, we believe that the company’s implementation of equity incentive plan is conducive to the sustainable development of the company and does not harm the interests of the company and all shareholders. We agree that the company will implement this incentive plan and submit the matters related to the fourth phase of stock option and restricted stock incentive plan (Draft) to the general meeting of shareholders for deliberation. independent director:
Zhou Guohua, Shi Zhenye
February 7, 2022
