Topsec Technologies Group Inc(002212)
Opinions of the 19th meeting of the independent board of directors of the people’s Republic of China on relevant matters in accordance with the securities law of the people’s Republic of China As independent directors of Topsec Technologies Group Inc(002212) (hereinafter referred to as the “articles of association”), we are the independent directors of Topsec Technologies Group Inc(002212) (hereinafter referred to as the “company”) in accordance with the provisions of the rules for independent directors of listed companies of the CSRC, the rules for the listing of shares of the Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of the Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of Association (hereinafter referred to as the “articles of association”), Based on the position of independent judgment and the attitude of being responsible to the company, all shareholders and investors, and adhering to the principle of seeking truth from facts, We hereby express our independent opinions on the achievements of the conditions for the lifting of the restrictions on the sale of restricted shares suspended in the first lifting period of the company’s 2020 stock option and restricted stock incentive plan (hereinafter referred to as the “2020 equity incentive plan”):
According to the conditions for lifting the restrictions on sale stipulated in the company’s 2020 equity incentive plan and other regulations, the company level performance assessment conditions and individual level performance assessment conditions for the first lifting period of the restrictions on the sale of restricted shares whose registration is suspended in the company’s 2020 equity incentive plan have been met, In addition, Ms. Li Xueying and Mr. Kong Jiyang, the incentive objects of the company and the restricted shares whose registration has been suspended in the 2020 equity incentive plan, have not been subject to the circumstances that the sales restriction shall not be lifted as stipulated in the 2020 equity incentive plan of the company.
The lifting of the restriction is in line with the relevant provisions of the company’s 2020 equity incentive plan. The incentive object of the lifting of the restriction meets the qualification conditions for lifting the restriction. Its main qualification as the incentive object of the lifting of the restriction is legal and effective, and there is no damage to the interests of the company and all shareholders. The decision-making procedures of the above proposals comply with the provisions of laws, administrative regulations and the articles of association. The meeting procedures are legal and the resolutions are effective, which is in line with the interests of the company and all shareholders.
Therefore, we unanimously agree that the company will handle the procedures for lifting the restrictions on the sale of 1536000 restricted shares in the first lifting period for the incentive objects Ms. Li Xueying and Mr. Kong Jiyang.
Independent directors: Feng Haitao, Wu Jianhua, she JiangXuan February 8, 2002
