Create Technology & Science Co.Ltd(000551) opinions of independent directors at the second extraordinary meeting of the tenth board of directors in 2022
Create Technology & Science Co.Ltd(000551) opinions of independent directors
In accordance with the company law, the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association, we, as independent directors of Create Technology & Science Co.Ltd(000551) (hereinafter referred to as the “company”), based on our independent judgment, Reviewed the relevant proposals considered at the second interim meeting of the 10th board of directors in 2022, and issued the following independent opinions in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange:
1、 Independent opinions on granting restricted shares to incentive objects
(I) according to the authorization of the company’s first extraordinary general meeting in 2022, the board of directors determined that the grant date of restricted shares in the company’s incentive plan was February 14, 2022, which was in line with the administrative measures for equity incentive of listed companies (hereinafter referred to as the administrative measures) and the Trial Measures for equity incentive of state-owned holding listed companies (domestic) The notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies and other laws and regulations, as well as the relevant provisions on the grant date in the company’s 2021 restricted stock incentive plan (Draft). (II) it is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the administrative measures, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China), the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies and other laws, regulations and normative documents, The company is qualified to implement the equity incentive plan.
(III) the incentive objects granted with restricted shares determined in the 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 is no public
Create Technology & Science Co.Ltd(000551) opinions of independent directors at the second extraordinary meeting of the tenth board of directors in 2022
Circumstances under which he is not allowed to serve as a director or senior manager of the company as stipulated in the judicial act; There is no case that the listed company is not allowed to participate in the equity incentive according to the laws and regulations. The listed personnel meet the conditions of incentive objects specified in the administrative measures and the scope of incentive objects specified in the company’s restricted stock incentive plan (Draft) in 2021. Their subject qualification as incentive objects of the company’s incentive plan is legal and effective.
(IV) when the board of directors considered the relevant matters of this grant, the related directors have avoided voting in accordance with the provisions of relevant laws and regulations.
In conclusion, we believe that the grant conditions specified in the incentive plan have been met, and we unanimously agree that the company will grant 3904400 restricted shares to 57 incentive objects at the grant price of RMB 5.29/share on February 14, 2022.
Create Technology & Science Co.Ltd(000551) opinions of independent directors at the second extraordinary meeting of the tenth board of directors in 2022
(there is no text on this page, which is the signature page of the independent directors of the second extraordinary meeting of the Create Technology & Science Co.Ltd(000551) 10th board of directors in 2022)
Liang Liqiong:
Gu Qinhua:
Yuan Bin:
Ge Weidong:
February, 2002
