The 9th board of directors
Opinions of independent directors on matters related to the third interim meeting
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws and regulations, normative documents, the articles of association and other relevant provisions of the CSRC, we are the independent directors of Jiangxi Wannianqing Cement Co.Ltd(000789) (hereinafter referred to as the "company"), After carefully reviewing the relevant meeting materials of the third interim meeting of the ninth board of directors of the company and the full discussion and analysis of all independent directors, based on the principles of independence, objectivity and impartiality and independent judgment, the following opinions are expressed on the relevant proposals:
1、 Independent opinions on the company's 2022 stock option incentive plan (Revised Draft) and its abstract
1. The formulation, content and deliberation process of the company's 2022 stock option incentive plan (Revised Draft) and its abstract (hereinafter referred to as the "incentive plan") comply with the provisions of relevant laws, regulations, rules and normative documents such as the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures"); The incentive plan does not violate the provisions of relevant laws, regulations and normative documents, and does not infringe the interests of the company and all shareholders;
2. The company is not prohibited to implement the equity incentive plan as stipulated in laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan;
3. The objects to be granted in this incentive plan of the company meet the conditions for becoming incentive objects stipulated by law and the scope of incentive objects stipulated in the incentive plan of the company, and their subject qualification as incentive objects of this incentive plan of the company is legal and effective;
4. The content of the company's incentive plan complies with the provisions of 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 administrative measures and other relevant laws, regulations and normative documents; The grant arrangement and exercise arrangement of stock options for each incentive object (including grant amount, authorization date, exercise price, waiting period, exercise period, exercise conditions and other matters) do not violate the provisions of relevant laws, regulations and normative documents, and do not infringe the interests of the company and all shareholders;
5. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects;
6. The company's implementation of equity incentive plan is conducive to further improve the corporate governance structure, improve the company's incentive mechanism, enhance the company's management team and business backbone's 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;
Therefore, we agree that the company will implement the stock option incentive plan and submit the proposal on the stock option incentive plan in 2022 (Revised Draft) and its summary to the general meeting of shareholders for deliberation.
Independent director: Guo Yaxiong, Zhou Xuejun, Huang Congyun
Jiangxi Wannianqing Cement Co.Ltd(000789)
independent director
February 8, 2022
