Nanjing Public Utilities Development Co.Ltd(000421) materials of the 10th Session of the 11th board of directors
Opinions of independent directors
In accordance with 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 (revised in 2022), and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board As an independent director of the company, we have carefully reviewed the relevant materials submitted by the company to the board of directors based on objective and independent judgment, We hereby express the following independent opinions on relevant matters:
1、 Independent opinions on the adjustment of the list of incentive objects and the number of awards of the restricted stock incentive plan in 2021. The company has fulfilled the necessary review procedures for the adjustment of the list of incentive objects and the number of awards of the incentive plan in 2021 (hereinafter referred to as “this incentive plan” or “this incentive plan”), Comply with the measures for the administration of equity incentive of listed companies and the provisions on adjustment matters in this incentive plan. This adjustment is within the scope of authorization given to the board of directors by the company’s first extraordinary general meeting in 2022. The adjustment procedure is legal and compliant, and there is no damage to the interests of the company and all shareholders.
Therefore, we unanimously agree to adjust the list of incentive objects and the number of grants of the company’s restricted stock incentive plan in 2021.
2、 The independent opinion on granting restricted shares to the incentive objects of the restricted stock incentive plan in 2021 is verified, and we believe that:
1. According to the authorization of the general meeting of shareholders to the board of directors in the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021, which was deliberated and adopted at the first extraordinary general meeting of shareholders in 2022, the board of directors determined that the granting date of the company’s restricted stock incentive plan in 2021 was February 14, 2022, The grant date complies with the administrative measures and other laws and regulations and the relevant provisions on the grant date in the company’s 2021 restricted stock incentive plan (Draft).
2. The company does not have prohibitions stipulated in the management measures, Document No. 175 and other laws, regulations and normative documents
Nanjing Public Utilities Development Co.Ltd(000421) materials of the 10th Session of the 11th board of directors
Until the implementation of this incentive plan, the company has the subject qualification to implement this incentive plan.
3. The granting objects determined in this incentive plan of the company are not prohibited from being granted restricted shares as stipulated in the administrative measures, Document No. 175 and other laws, regulations and normative documents, and the subject qualification of the incentive objects is legal and effective.
4. Neither the company nor the incentive object is allowed to grant restricted shares, and the granting conditions specified in the company’s restricted stock incentive plan in 2021 have been met.
5. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
6. The company’s implementation of this incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, enhance the company’s core management team and key employees’ sense of responsibility and mission for the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
To sum up, we unanimously agree that the grant date of the company’s incentive plan is February 14, 2022, and agree to grant 5.685 million restricted shares to 119 eligible incentive objects at the grant price of 2.48 yuan / share. Independent director: Fang Zhonghong, Zhou Xu, ye bangyin
February 14, 2002
