Sichuan Development Lomon Co.Ltd(002312)
Independent directors' opinions on the 15th meeting of the 6th board of directors
Independent opinions on relevant matters
In accordance with the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the administrative measures for equity incentive of listed companies (hereinafter referred to as the "administrative measures") As an independent director of Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as the "company"), the guidelines for self regulatory supervision of listed companies No. 1 - business handling (hereinafter referred to as the "guidelines for self regulatory supervision"), the rules for independent directors of listed companies, the articles of association, the rules of procedure of the board of directors and the working system of independent directors are based on independent Based on the principle of objective judgment, we have reviewed the relevant proposals considered at the 15th meeting of the sixth board of directors of the company. Based on independent judgment, we hereby express the following independent opinions:
1、 Independent opinions on Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan (Revised Draft) and its abstract
After carefully reviewing the Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan (Revised Draft) and its abstract and other relevant materials, we believe that:
1. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws and regulations, and the company has the subject qualification to implement the equity incentive plan.
2. The drafting and deliberation process of Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan (Revised Draft) and its abstract comply with the provisions of relevant laws, regulations, rules and normative documents such as the administrative measures and the stock listing rules of Shenzhen Stock Exchange.
3. The first granted incentive objects determined by the company's restricted stock incentive plan have the qualifications specified in the company law, securities law, articles of association and other laws, regulations and normative documents; There is no case that the stock exchange has identified it as an inappropriate candidate within the last 12 months; There is no situation in which the CSRC and its dispatched offices have identified them as inappropriate candidates in the last 12 months; There are no cases in which the CSRC and its dispatched offices have imposed administrative penalties or taken market entry prohibition measures for major violations of laws and regulations in the last 12 months; There are no circumstances under which the company law stipulates that he shall not serve as a director or senior manager of the company; There is no case that the listed company is not allowed to participate in the equity incentive according to laws and regulations. The list of incentive objects first granted by the 2021 restricted stock incentive plan (after adjustment) meets the conditions of incentive objects specified in the administrative measures and the scope of incentive objects specified in the Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan (Revised Draft), Its subject qualification as the incentive object of the company's equity incentive plan is legal and effective.
4. The content of this restricted stock incentive plan (Revised Draft) of the company complies with the provisions of relevant laws, regulations and normative documents such as the administrative measures, the guide to self regulatory supervision, and the granting arrangement of restricted shares to each incentive object The lifting of the sales restriction arrangement (including the granting amount, date, price, period, qualification and conditions) does not violate the provisions of relevant laws, regulations and normative documents, and does not infringe the interests of the company and all shareholders.
5. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
6. The affiliated directors have avoided voting in accordance with the company law, securities law, administrative measures, self regulatory guidelines and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association, and the non affiliated directors shall consider and vote.
7. The company's implementation of restricted stock incentive plan is conducive to further improve the corporate governance structure, improve the company's incentive and restraint mechanism, and improve the company's sustainable development ability; Enable operators and shareholders to form a community of interests, improve management efficiency and operators' enthusiasm, creativity and sense of responsibility.
To sum up, the company's implementation of the restricted stock incentive plan in 2021 is conducive to the sustainable development of listed companies and will not damage the interests of listed companies and all shareholders. We agree with the company's restricted stock incentive plan in 2021 (Revised Draft) and its summary, and agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on using temporarily idle self owned funds to purchase bank financial products
Without affecting the normal operation of the company and its subsidiaries, the purchase of high security, good liquidity, short-term (no more than 12 months) structural deposits, short-term low-risk financial products, etc. is conducive to improving the use efficiency of the company and its subsidiaries' temporarily idle funds, will not affect the normal development of the main business of the company and its subsidiaries, and will not damage the company and all shareholders, Especially the interests of minority shareholders, and the relevant approval procedures comply with the provisions of relevant laws and regulations such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the articles of association.
To sum up, we agree that the company and its subsidiaries use temporary idle funds of no more than 500 million yuan to purchase financial products, and agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on signing the second supplementary agreement to the agreement on issuing shares to purchase assets
1. The proposed signing of supplementary agreement II to the agreement on the purchase of assets by issuing shares is based on the overall arrangement of the purchase of assets by issuing shares. There is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. It is in line with the company law, the securities law, the measures for the administration of major asset restructuring of listed companies and other relevant laws Regulations and normative documents issued by the CSRC.
2. The company has fulfilled the necessary internal decision-making procedures for related party transactions at this stage, and the related directors have avoided voting, and the voting procedures are legal and effective.
In conclusion, we agree that the company will sign the supplementary agreement II to the agreement on issuing shares to purchase assets, and agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
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(there is no text on this page, which is the signature page of Sichuan Development Lomon Co.Ltd(002312) independent directors' independent opinions on matters related to the 15th meeting of the sixth board of directors)
Independent director (signature):
Zhou Yousu:
Feng Zhibin:
Ma Yongqiang:
February 14, 2002
