Sunwoda Electronic Co.Ltd(300207) independent director
Independent opinions on matters related to the 25th meeting of the 5th board of directors. As an independent director of Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as " Sunwoda Electronic Co.Ltd(300207) " or "the company"), in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") and the securities law of the people's Republic of China (hereinafter referred to as "the securities law") Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) (hereinafter referred to as "Listing Rules"), Shenzhen Stock Exchange GEM listed companies standardized operation guidelines (revised in 2020) (hereinafter referred to as "standardized operation guidelines") Self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM (hereinafter referred to as "self regulatory guidelines No. 2"), articles of association, Sunwoda Electronic Co.Ltd(300207) , guidance on establishing independent director system in listed companies, administrative measures for equity incentive of listed companies (hereinafter referred to as "administrative measures") According to the relevant provisions of Sunwoda Electronic Co.Ltd(300207) 2022 restricted stock and stock option incentive plan (Draft) (hereinafter referred to as "incentive plan" or "this incentive plan"), based on the position of independent judgment and careful review of all relevant materials related to the matters of this meeting, we hereby express the following independent opinions on the matters related to the 25th meeting of the Fifth Board of directors of the company:
1、 Independent opinions on the proposal on adjusting the list of incentive objects and the number of grants of the restricted stock and stock option incentive plan in 2022
The company's adjustment of the list of incentive objects and the number of incentives granted in this incentive plan complies with the relevant provisions of the company law, securities law, administrative measures and other laws, regulations and normative documents, and has performed the necessary review procedures.
This adjustment is within the scope of authorization of the company's second extraordinary general meeting of shareholders in 2022. The adjustment procedure is legal and compliant, and there is no damage to the interests of the company and shareholders. After this adjustment, the number of incentive objects was adjusted from 3306 to 3290, the number of restricted shares granted for the first time was adjusted from 8.24 million to 8.234 million, the number of stock options granted for the first time was adjusted from 16.69 million to 16.67 million, and the reserved number remained unchanged. In addition to the above adjustments, the incentive plan implemented by the company this time is consistent with the incentive plan deliberated and adopted at the second extraordinary general meeting of shareholders in 2022.
To sum up, the independent directors unanimously agree to adjust the list of incentive objects and the number of incentives granted in this incentive plan.
2、 Independent opinions on the proposal on granting class II restricted stocks and stock options to incentive objects
1. According to the authorization of the company's second extraordinary general meeting in 2022, the board of directors determined that the grant date of class II restricted shares and the first authorization date of stock options in the incentive plan of the company were February 11, 2022. The first grant date and the first authorization date were in line with the administrative measures and other laws and regulations, as well as the relevant provisions on the grant date and authorization date in the incentive plan of the company.
2. The company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures and other laws, regulations and normative documents. The company has the subject qualification to implement the equity incentive plan.
3. The incentive objects granted by this incentive plan have the qualifications specified in the company law, securities law and other laws, regulations and normative documents, meet the conditions of incentive objects specified in the administrative measures and listing rules, and meet the scope of incentive objects specified in the company's incentive plan and its abstract, Its subject qualification as the incentive object of the company's restricted stock and stock option incentive plan in 2022 is legal and effective.
4. The company has no plans or arrangements to provide loans, loan guarantees or other financial assistance to incentive objects.
5. The company's implementation of this incentive plan is conducive to further improve the corporate governance structure, establish and improve the company's incentive and restraint 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, especially small and medium-sized shareholders.
To sum up, we believe that the granting conditions stipulated in the incentive plan of the company have been met. We agree to grant 8.234 million class II restricted shares to 2248 eligible incentive objects and 16.67 million stock options to 1049 eligible incentive objects on February 11, 2022 as the first grant date of class II restricted shares and the first grant date of stock options.
3、 Independent opinions on the proposal on closing the investment projects with raised funds and permanently replenishing the surplus raised funds with working capital
The closing of the company's "consumer lithium-ion cell production expansion project" and the permanent replenishment of working capital with the surplus raised funds are in line with the actual situation of the company's development, and the necessary examination and approval procedures have been performed. The contents and deliberation procedures are in line with the provisions of the listing rules, self regulatory guidelines No. 2, the company's measures for the administration of raised funds and other relevant documents, which are legal and effective; It is conducive to improving the use efficiency of the raised funds, reducing the financial cost, and will not have an adverse impact on the normal operation of the company. There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of the shareholders of the company, especially the rights and interests of minority shareholders. Therefore, we agree to the closing of the company's investment projects with raised funds, and permanently supplement the working capital with the surplus raised funds.
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(this page is the signature page of Sunwoda Electronic Co.Ltd(300207) independent directors' independent opinions on relevant matters of the 25th meeting of the Fifth Board of directors) signatures of all independent directors:
Zhang Jianjun, Yu Qun, Liu Zhengbing
specific date
