Shanghai Baolijia Chemical Co.Ltd(301037)
Independent directors’ opinions on the sixth meeting of the third board of directors
Independent opinions on relevant matters
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other relevant laws and regulations, departmental rules and regulations, the articles of association and the working system of independent directors of the company, As an independent director of Shanghai Baolijia Chemical Co.Ltd(301037) (hereinafter referred to as “the company”), after carefully consulting relevant materials and listening to the instructions of the company’s management, we, based on independent, objective and fair judgment, express independent opinions on the relevant matters involved in the sixth meeting of the third board of directors of the company as follows: 1 Independent opinions on the proposal on granting restricted shares to the incentive objects of the restricted stock incentive plan in 2021 for the first time
After verification, we believe that:
(I) according to the authorization of the company’s first extraordinary general meeting in 2022, the board of directors determined that the first grant date of the company’s 2021 restricted stock incentive plan (hereinafter referred to as “the incentive plan” and “the incentive plan”) was February 8, 2022, which was in line with the administrative measures for equity incentive of listed companies (hereinafter referred to as “the administrative measures”) and other laws Regulations and relevant provisions on the grant date in the company’s incentive plan.
(II) it is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
(III) the incentive objects granted for the first time in this incentive plan have the job qualifications specified in the company law, the securities law of the people’s Republic of China and other laws, regulations and normative documents, meet the incentive object conditions specified in the administrative measures and the GEM Listing Rules of Shenzhen Stock Exchange, and meet the scope of incentive objects specified in the company’s incentive plan, Its subject qualification as the incentive object of the company’s restricted stock incentive plan in 2021 is legal and effective.
(IV) the company has no plans or arrangements to provide loans, loan guarantees or other financial assistance to incentive objects.
(V) the company’s implementation of this incentive plan is conducive to further improving the corporate governance structure, establishing and improving the company’s incentive and restraint mechanism, enhancing the company’s core team’s sense of responsibility and mission for the sustainable and healthy development of the company, conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
To sum up, we believe that the granting conditions stipulated in the company’s restricted stock incentive plan have been met. We agree that the first grant date of the company’s incentive plan is February 8, 2022, and agree that the company will grant 1587500 restricted shares to 45 eligible incentive objects for the first time at the first grant price of 13.84 yuan / share, including 1222700 restricted shares of class I and 364800 restricted shares of class II.
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(there is no text on this page, which is the signature page of independent directors’ independent opinions on matters related to the sixth meeting of the third board of directors) signature of independent directors:
Liu Shuguo, Gong Xuanlong, Li Degang
February 8, 2022
