Qiaoyin City Management Co.Ltd(002973) : independent opinions of independent directors on matters related to the 41st meeting of the second board of directors

Qiaoyin City Management Co.Ltd(002973) independent director

Independent opinions on matters related to the 41st meeting of the second board of directors in accordance with the company law, the articles of association, the working system of independent directors and other relevant provisions, as an independent director of Qiaoyin City Management Co.Ltd(002973) (hereinafter referred to as the “company”), after carefully reading the relevant meeting materials and having a detailed understanding of the relevant situation, based on our independent judgment, Independent opinions on relevant matters of the 41st meeting of the second board of directors are as follows:

1、 Independent opinions on granting stock options to incentive objects for the first time

(I) the company is not prohibited to implement the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies and other laws and regulations, and the company has the subject qualification to implement the equity incentive plan.

(II) the incentive objects granted stock options meet the scope of incentive objects specified in the company’s 2022 stock option incentive plan (Draft) and the abstract, and the subject qualification is legal and effective.

(III) the grant date determined in this incentive plan complies with the relevant provisions of the measures for the administration of equity incentive of listed companies, the company’s 2022 stock option incentive plan (Draft) and the abstract.

(IV) the company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to incentive objects.

(V) the implementation of the equity incentive plan by the company is conducive to establishing and improving the long-term incentive mechanism, enhancing the sense of responsibility and mission of the management team and business backbone, promoting the sustainable development of the company, and there is no situation damaging the interests of the company and all shareholders.

To sum up, the granting conditions stipulated in the 2022 stock option incentive plan of the company have been met, and the independent directors unanimously agreed to determine that the granting date of the incentive plan is February 16, 2022, granting a total of 5.47 million stock options to 75 incentive objects, with an exercise price of 15.20 yuan / share.

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(this page is the signature page of Qiaoyin City Management Co.Ltd(002973) independent directors’ independent opinions on matters related to the 41st meeting of the second board of directors) independent directors:

Li Jianhui, Li Shiyu, Yu Xiangyang

specific date

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