Shandong Hi-Speed Road&Bridge Co.Ltd(000498) independent director
On relevant matters of the 31st meeting of the ninth board of directors
separate opinion
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 measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures"), the stock listing rules of Shenzhen Stock exchange, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China), and other laws and regulations As an independent director of Shandong Hi-Speed Road&Bridge Co.Ltd(000498) (hereinafter referred to as the "company"), based on the relevant provisions of normative documents and Shandong Hi-Speed Road&Bridge Co.Ltd(000498) articles of Association (hereinafter referred to as the "articles of association") and Shandong Hi-Speed Road&Bridge Co.Ltd(000498) stock option incentive plan (Draft) (hereinafter referred to as the "incentive plan"), we, Express the following independent opinions on relevant matters of the 31st meeting of the ninth board of directors of the company:
1、 Independent opinions on the cancellation of stock option incentive plan for the first time granting part of stock options that have expired but not exercised in the second exercise period
After verification, we believe that the cancellation of the stock option incentive plan of the company for the first time grants part of the stock options that have expired but not exercised in the second exercise period, which complies with the relevant provisions of the management measures and the incentive plan of the company, the procedures are legal and compliant, will not have a material impact on the financial status and operating results of the company, and will not damage the company The interests of all shareholders and incentive objects. We agree that the company will cancel some 710500 stock options that have expired but not exercised in the second exercise period granted by the stock option incentive plan for the first time.
2、 Independent opinions on adjusting the list of some incentive objects granted for the first time in the stock option incentive plan, the number of options granted and canceling some options
After verification, we believe that the company's adjustment of the list of incentive objects granted for the first time, the number of options granted and the cancellation of some options in the stock option incentive plan comply with the provisions of the management measures and the company's incentive plan, and will not have a material impact on the company's financial status and operating results, and will not affect the interests of all shareholders. We agree that the company will adjust the list of some incentive objects and the number of options granted for the first time in the stock option incentive plan, and cancel some options.
3、 Independent opinions on the achievement of exercise conditions in the third exercise period of the first grant of the company's stock option incentive plan
After verification, we believe that the board of directors approved the company's stock option incentive plan to grant 106 incentive objects 2208000 stock options for the first time in the third exercise period, which is in line with the management measures and other relevant laws, regulations, normative documents and the relevant provisions of the company's incentive plan. In the third exercise period of the first grant of the company's stock option incentive plan, the exercise conditions have been met, and there is no case that the exercise is not allowed as specified in the incentive plan. The incentive object of this exercise meets the exercise conditions specified in the incentive plan, and its subject qualification as the incentive object of the company is legal and effective. This exercise arrangement does not violate the provisions of relevant laws and regulations and does not damage the interests of the company and all shareholders.
To sum up, we unanimously agree that 106 incentive objects of the company will exercise their rights according to the provisions in the third exercise period of the first grant part of the incentive plan, and agree that the company will go through the corresponding exercise procedures.
4、 Independent opinions on the achievement of exercise conditions in the second exercise period of the reserved grant part of the company's stock option incentive plan
After verification, we believe that the board of directors approved the company's incentive plan to reserve and grant some 4 incentive objects, who can exercise 187800 stock options in the second exercise period, which is in line with the relevant laws, regulations, normative documents such as the management measures and the relevant provisions of the company's incentive plan. The exercise conditions for the second exercise period of the reserved grant part of the company's stock option incentive plan have been met, and there is no case that the exercise is not allowed as specified in the incentive plan. The incentive object of this exercise meets the exercise conditions specified in the incentive plan, and its subject qualification as the incentive object of this exercise is legal and effective. This exercise arrangement does not violate the provisions of relevant laws and regulations and does not damage the interests of the company and all shareholders. In conclusion, we agree that the four incentive objects of the company will exercise their rights according to the provisions within the second exercise period of the reserved grant part of the incentive plan, and agree that the company will go through the corresponding exercise procedures.
5、 Independent opinions on the proposal of by election of candidates for directors of the ninth board of directors of the company
(I) in accordance with the provisions of the articles of association, Mr. Wang Linzhou was nominated by the board of directors of the company and elected as the candidate for director of the ninth board of directors of the company. After reviewing the resume and work performance of the director candidate, we believe that the director candidate meets the requirements of the company law, the stock listing rules, the articles of association and other relevant provisions on the qualification of directors, and there is no situation that he is not allowed to serve as a director of the company as stipulated by the company law or the CSRC.
(II) this nomination is made on the basis of fully understanding the nominee's educational background, work experience and professional quality, and has been approved by the nominee himself. The board of Directors voted on the proposal to elect candidates for directors. The nomination, deliberation and voting procedures of director candidates comply with the provisions of the company law and other relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and other shareholders.
In conclusion, we unanimously agree to the proposal on by election of candidates for directors of the ninth board of directors of the company, which needs to be submitted to the general meeting of shareholders of the company for deliberation.
Independent directors: Guan Qingyou, Wei Shirong, Zhang Hong and Li Fengshou February 14, 2022
