Yueyang Forest & Paper Co.Ltd(600963) independent director
Independent opinions on granting reserved restricted shares to incentive objects
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 rules for independent directors of listed companies and the Listing Rules of Shanghai Stock Exchange issued by the China Securities Regulatory Commission The measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”), the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (hereinafter referred to as the “Trial Measures”), the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies As an independent director of Yueyang Forest & Paper Co.Ltd(600963) (hereinafter referred to as the “company”), we express independent opinions on the relevant matters considered at the third meeting of the eighth board of directors of the company as follows:
1. The grant date of the reserved restricted shares granted to the incentive object this time complies with the provisions on the grant date in the administrative measures and the incentive plan (Draft) of the company. At the same time, the conditions for the incentive object to be granted rights and interests specified in the incentive plan (Draft) have also been met.
2. 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.
3. The incentive objects determined by the company to grant reserved restricted shares comply with the company law, securities law, administrative measures and other laws and regulations, as well as the provisions of the articles of association on the qualification of the equity incentive plan, and meet the conditions of incentive objects specified in the administrative measures, It complies with the scope of incentive objects specified in the company’s incentive plan (Draft), and its subject qualification as the incentive object of the company’s restricted stock incentive plan 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 equity incentive plan is conducive to further improve the corporate governance structure, improve the incentive and restraint mechanism, and enhance the sense of responsibility and mission of the company’s directors, senior managers, middle managers and core technology (business) backbone to realize the sustainable and healthy development of the company, which is conducive to long-term sustainable development and will not damage the interests of the company and all shareholders.
In conclusion, we believe that the reserved grant conditions specified in the incentive plan of the company have been met, and agree to grant 3564946 shares of reserved restricted shares to 29 incentive objects.
Independent directors: Yang Peng, Hu Haifeng, Cao Yue
February 11, 2002
