Independent director of Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd
The independent opinions on relevant matters of the 17th meeting of the first board of directors are in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the law on the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws and regulations, As well as the relevant provisions of the articles of association of Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as the “articles of association”), the working system of independent directors of Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd. and other normative documents, as independent directors of Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as the “company”), The independent opinions on the relevant proposals considered at the 17th meeting of the first board of directors are as follows:
1、 Independent opinions on the proposal on adjusting matters related to the first grant of restricted stock incentive plan in 2021
The adjustment of the first grant of the company’s 2021 restricted stock incentive plan (hereinafter referred to as the “incentive plan”) complies with the relevant provisions on the adjustment of the incentive plan in the company law, securities law, administrative measures and other laws, regulations and normative documents, and has performed the necessary procedures. The adjusted 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.
After this adjustment, the number of persons granted for the first time in the incentive plan of the company will be adjusted from 138 to 134. The original number of shares allocated to incentive objects who lose incentive qualification due to resignation will be adjusted to other incentive objects granted for the first time in the incentive plan. The total number of restricted shares and the number of restricted shares granted for the first time will remain unchanged.
When the board of directors of the company deliberated the relevant proposals, the related directors have avoided voting in accordance with the company law, securities law, articles of association and other laws, regulations and normative documents as well as the relevant provisions of the articles of association. The non related directors deliberated and voted, and the deliberation and decision-making procedures of this matter are legal and compliant.
Therefore, we agree to the company’s adjustment on the matters related to the first grant of this incentive plan.
2、 Independent opinions on the proposal on granting restricted shares to incentive objects for the first time
1. According to the authorization of the company’s first extraordinary general meeting in 2022, the board of directors determined that the first grant date of the incentive plan of the company was February 15, 2022, which was in line with the relevant provisions on the grant date in the administrative measures and other laws and administrative regulations, as well as the company’s 2021 restricted stock incentive plan and its summary. 2. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, administrative regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
3. The company determines that the incentive objects granted with restricted shares for the first time comply with the relevant laws and regulations of the company law, the securities law, the administrative measures and the provisions on Incentive objects of the company’s restricted stock incentive plan in 2021, and their subject qualification as the incentive objects granted for the first time in this incentive plan is legal and effective.
4. When the board of directors of the company deliberated the relevant proposals, the related directors have avoided voting in accordance with the company law, securities law, administrative measures and other laws, regulations and normative documents as well as the relevant provisions of the articles of association. 5. The company’s implementation of this incentive plan is conducive to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain excellent talents, enhance the core team’s sense of responsibility and mission for the sustainable and healthy development of the company, and is conducive to the sustainable development of the company without damaging the interests of the company and all shareholders.
In conclusion, we agree to grant 30 million restricted shares to 134 incentive objects at the grant price of RMB 3.52/share on February 15, 2022 as the first grant date.
Independent directors: Xue Wenjin, Geng Aihua, Jian Tingxian February 15, 2022
