Jiangxi Wannianqing Cement Co.Ltd(000789) board of supervisors
About the company's 2022 stock option incentive plan (Revised Draft)
Verification opinions
Jiangxi Wannianqing Cement Co.Ltd(000789) (hereinafter referred to as 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"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures") and other relevant laws Laws, regulations, normative documents and relevant provisions of the articles of Association (hereinafter referred to as the "articles of association") have verified the 2022 stock option incentive plan (Revised Draft) (hereinafter referred to as the "incentive plan") of the company, and the verification opinions are as follows: 1. The company does not have laws such as the management measures The circumstances under which the implementation of stock options is prohibited by laws and regulations include: (1) the financial and accounting report of the latest fiscal year has been issued with a negative opinion or an audit report that cannot express an opinion by the certified public accountant; (2) The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant; (3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing; (4) Equity incentive is not allowed according to laws and regulations; (5) Other circumstances recognized by the CSRC. The company is qualified to implement the incentive plan.
2. The incentive objects determined in the company's incentive plan do not exist under the following circumstances: (1) they have been identified as inappropriate candidates by the stock exchange in the last 12 months; (2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices; (3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months; (4) Those who are not allowed to serve as senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations; (6) Other circumstances recognized by the CSRC. The incentive object does not include the independent directors and supervisors of the company, which meets the incentive object conditions specified in the administrative measures and listing rules, and its subject qualification as the incentive object of the company's incentive plan is legal and effective.
3. The formulation, review process and contents of the company's incentive plan comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the listing rules and so on; The grant arrangement of stock options to each incentive object (including the number of grants, grant date, exercise price, term of office requirements, etc.) does not violate the provisions of relevant laws and regulations, and does not infringe the interests of the company and all shareholders. The relevant proposals of this incentive plan can only be implemented after being submitted to the general meeting of shareholders of the company for deliberation and approval.
4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
5. The implementation of the incentive plan by the company can improve the incentive and restraint mechanism of the company, improve the level of corporate governance, and form a community of interests between managers and shareholders to improve management efficiency, which is conducive to the sustainable development of the company and does not damage the interests of listed companies and all shareholders.
To sum up, we agree that the company will implement the 2022 stock option incentive plan.
Jiangxi Wannianqing Cement Co.Ltd(000789) board of supervisors February 8, 2022
