Guangdonghectechnologyholdingco.Ltd(600673) independent director
Independent opinions on relevant proposals
As an independent director of Guangdonghectechnologyholdingco.Ltd(600673) (hereinafter referred to as the “company”), 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 articles of association and other relevant provisions, in line with the attitude of being responsible to the company, all shareholders and investors, and adhering to the principle of seeking truth from facts, After carefully reviewing the relevant proposals and materials of the 12th meeting of the 11th board of directors and necessary verification of the company, based on our independent judgment, we express independent opinions on relevant matters as follows:
1、 Independent opinions on matters related to the adjustment of the company’s restricted stock incentive plan in 2021
The company’s adjustment of the list of incentive objects and the number of rights and interests granted for the first time in the 2021 restricted stock incentive plan (hereinafter referred to as the “incentive plan”) complies with the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws and regulations, as well as the Guangdonghectechnologyholdingco.Ltd(600673) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”)“ The relevant provisions of the incentive plan (“incentive plan”) and has fulfilled the necessary approval procedures. After this adjustment, the incentive object is not prohibited from being granted restricted shares, and the subject qualification of the incentive object is legal and effective. This adjustment is within the scope of authorization of the company’s first 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. To sum up, we agree with the company’s adjustment of relevant matters of this incentive plan.
2、 Independent opinions on the first granting of restricted shares to the incentive objects of the restricted stock incentive plan in 2021
After verification, we believe that:
(I) 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. The conditions for the first grant of Restricted Shares specified in the company’s incentive plan have been met.
(II) the incentive objects to be granted restricted shares this time are determined in the incentive plan approved by the company’s first extraordinary general meeting in 2022, in line with the incentive object conditions specified in the management measures and other relevant laws, regulations and normative documents, and in line with the scope of incentive objects specified in the incentive plan, There is no case that restricted shares shall not be granted as stipulated in the administrative measures and the incentive plan, and its subject qualification as the incentive object of the company’s restricted shares is legal and effective.
(III) the company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to incentive objects.
(IV) according to the authorization of the first extraordinary general meeting of the company in 2022 to the board of directors, the board of directors determined that the first grant date of restricted shares in the incentive plan was February 14, 2022, which was in line with the relevant provisions on the grant date in the management measures and the incentive plan.
(V) the company’s implementation of this incentive plan is conducive to further improving the company’s governance structure, establishing and improving the company’s incentive and restraint mechanism, fully mobilizing the enthusiasm, creativity and sense of responsibility of the company’s management personnel and core technology / business personnel, and enhancing the company’s management team and core technology / business personnel’s sense of responsibility and mission for realizing the sustainable and healthy development of the company, It is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders. (VI) when the board of directors deliberated the relevant proposals, the related directors have avoided voting on the relevant proposals in accordance with the company law, management measures and other laws and regulations, normative documents and the relevant provisions of the articles of association, and the relevant proposals are deliberated and voted by the non related directors.
To sum up, we unanimously agree to take February 14, 2022 as the first grant date of restricted shares in this incentive plan, and agree to grant 93.2 million restricted shares to 91 incentive objects at the price of 5.13 yuan / share for the first time.
3、 Independent opinions on the company’s futures hedging business
We believe that under the premise of ensuring normal production and operation, the company’s subsidiaries use their own funds to carry out futures hedging plan this time, which is conducive to making full use of the hedging function of the futures market, reducing the possible operating risks caused by the price fluctuation of raw materials in the market, and improving the company’s overall ability to resist risks. The futures varieties of this business are related to the production and operation of the company, and there is no damage to the interests of the company and all shareholders. The deliberation and decision-making procedures of this matter comply with the relevant provisions and requirements of the stock listing rules of Shanghai Stock Exchange and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 5 – transactions and related party transactions; Agree that the company use its own funds to carry out aluminum futures hedging business, and request the company to carry out relevant business in strict accordance with the Guangdonghectechnologyholdingco.Ltd(600673) hedging business management system formulated by the company.
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Independent director: Qin Jiwei
Xie Juan
Fu Hailiang
February 14, 2022
