Careray Digital Medical Technology Co.Ltd(688607)
Independent opinions of independent directors on matters related to the sixth (Interim) meeting of the second board of directors
In accordance with the rules for independent directors of listed companies issued by China Securities Regulatory Commission, the self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and other laws and regulations, as well as the relevant provisions of the company’s internal control systems such as the articles of Association and the working system of independent directors, we, as independent directors of Careray Digital Medical Technology Co.Ltd(688607) (hereinafter referred to as the “company”), are based on independent From a prudent and objective standpoint, after careful analysis, we express the following independent opinions on the relevant proposals considered at the sixth (Interim) meeting of the second board of directors of the company:
1、 Independent opinions on granting restricted shares to incentive objects for the first time
1. The company is not prohibited from implementing the equity incentive plan as stipulated in the measures for the administration of equity incentive of listed companies, and the company has the subject qualification to implement the equity incentive plan.
2. The incentive objects granted with restricted shares have the qualifications specified in the company law and the securities law, meet the incentive object conditions specified in the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, and meet the scope of incentive objects specified in the company’s 2022 restricted stock incentive plan (Draft), and the subject qualification is legal and effective.
3. 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 company’s restricted stock incentive plan in 2022 was February 15, 2022. The determination of the grant date was in line with the provisions on the grant date in the administrative measures for equity incentive of listed companies and the company’s restricted stock incentive plan in 2022 (Draft).
4. The company has no plans or arrangements to provide loans, loan guarantees or other financial assistance to incentive objects. 5. The implementation of the incentive plan is conducive to the sustainable and healthy development of the company, enhance the sense of responsibility and mission of the incentive objects, and there is no situation damaging the interests of the company and shareholders.
To sum up, we believe that the granting conditions stipulated in the company’s restricted stock incentive plan in 2022 have been met, and agree to determine the first granting date as February 15, 2022, and grant a total of 3.299 million restricted shares to 99 incentive objects who meet the granting conditions at a grant price of 17.64 yuan / share.
Independent directors: Wang Qiang, Wang Meiqi, Jiang Xinhua February 15, 2022
