Zhejiang Tiantie Industry Co.Ltd(300587)
Independent opinions of independent directors on matters related to the 14th meeting of the Fourth Board of directors in accordance with the relevant provisions of the guiding opinions on the establishment of independent director system in listed companies, the working system of independent directors and the articles of association of the company issued by the CSRC, we are the independent directors of Zhejiang Tiantie Industry Co.Ltd(300587) (hereinafter referred to as the "company"), Express the following independent opinions on relevant matters of the 14th meeting of the Fourth Board of directors of the company:
1、 Independent opinions on matters related to the company's restricted stock incentive plan in 2022 (Revised Draft)
1. The formulation and review process of the company's 2022 restricted stock incentive plan (Revised Draft) (hereinafter referred to as "incentive plan (Revised Draft)") and its summary comply with the provisions of relevant laws, regulations, rules and normative documents such as the measures for the administration of equity incentive of listed companies (hereinafter referred to as "administrative measures"). When the board of directors of the company deliberates the above proposal, the related directors withdraw from voting.
2. The company is not prohibited to implement the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents. The company has the subject qualification to implement the equity incentive plan.
3. The incentive objects determined in the incentive plan of the company have the subject qualification specified in the company law of the people's Republic of China (hereinafter referred to as the "company law") and other laws and regulations and the articles of association, and there are no following circumstances:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
The persons on the incentive list meet the conditions of incentive objects specified in the administrative measures and the scope of incentive objects specified in the incentive plan (Revised Draft). Their subject qualification as incentive objects of the company's restricted stock incentive plan in 2022 is legal and effective.
4. The provisions of the draft of the PRC Securities Law and the measures for the administration of incentive plans and other relevant laws and regulations; The grant and release of restricted shares to each incentive object (including the grant quantity, grant price, grant conditions and procedures, sales restriction period, release period, release conditions and procedures, etc.) did not violate the provisions of relevant laws and regulations, and did not infringe the interests of the company and all shareholders.
5. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
6. The implementation of the equity incentive plan by the company is conducive to further improving the corporate governance structure of the company, promoting the company to establish and improve the incentive and restraint mechanism, attracting and retaining professional management talents and core technology (business) backbone, fully mobilizing their enthusiasm and creativity, effectively improving the cohesion of the core team and the core competitiveness of the enterprise, and effectively bringing the interests of shareholders The interests of the company and employees are combined.
To sum up, the revision of the company's restricted stock incentive plan is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents, without damaging the interests of the company and all shareholders, especially minority shareholders. The incentive objects granted by the company in this incentive plan meet the conditions for becoming incentive objects specified in laws, regulations and normative documents. We unanimously agree that the company will implement the 2022 restricted stock incentive plan in accordance with this amendment, and agree to submit the proposal to the general meeting of shareholders for deliberation.
2、 Independent opinions on by election of independent directors
In accordance with the relevant provisions of the company law and the articles of association and the qualification examination of the nomination committee of the board of directors, the board of directors of the company nominated Mr. Xia Li'an as the candidate for independent director of the Fourth Board of directors of the company. We believe that the number of independent directors of the company is less than one-third of the members of the board of directors due to the resignation of Mr. Kong Jin, an independent director, in accordance with relevant laws, regulations According to the relevant provisions of the normative documents and the articles of association, the deliberation and voting procedures for the election of independent directors of the board of directors are legal and compliant, and there is no situation that damages the legitimate interests of shareholders, especially the legitimate interests of minority shareholders. As the candidate for independent director of the Fourth Board of directors of the company nominated this time, Mr. Xia Li'an is not allowed to serve as an independent director of a listed company as stipulated in the company law, the rules for independent directors of listed companies and other regulations, nor has he been identified as a market prohibited person by the CSRC and has not been lifted, and has not been punished or punished by the CSRC and the stock exchange, Have the qualification and ability to serve as independent directors of listed companies. As of the date of issuing the notice of convening the general meeting of shareholders, Mr. Xia Li'an has obtained the qualification certificate of independent director.
We agree to recommend Mr. Xia Li'an as the candidate for independent director of the Fourth Board of directors of the company and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
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(there is no text on this page, which is the signature page of Zhejiang Tiantie Industry Co.Ltd(300587) independent directors' independent opinions on matters related to the 14th meeting of the Fourth Board of directors) signature of independent directors:
Lu Xiaowen, Kong Jin, Zhang Liguo
specific date
