Arctech Solar Holding Co.Ltd(688408) board of supervisors
Verification opinions on the company’s restricted stock incentive plan (Draft) in 2022
The company incentive law of the people’s Republic of China (hereinafter referred to as “the stock exchange of the people’s Republic of China”) and the measures for the administration of listed companies (hereinafter referred to as “the stock exchange of the people’s Republic of China” 6808) (hereinafter referred to as “the stock exchange of the people’s Republic of China” 6808) (hereinafter referred to as the “Listing Rules”), the self regulatory guidelines for companies listed on the science and Innovation Board No. 4 – disclosure of equity incentive information (hereinafter referred to as the “regulatory guidelines No. 4”) and the Arctech Solar Holding Co.Ltd(688408) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, After checking the Arctech Solar Holding Co.Ltd(688408) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”), the verification opinions are as follows: 1. The company does not have the following circumstances that equity incentive shall not be implemented as stipulated in the management measures:
(I) the audit report of the financial accounting report of the latest fiscal year issued by the certified public accountant with a negative opinion or unable to express an opinion;
(II) the internal control of the financial report of the most recent fiscal year has been given a negative opinion or unable to express an opinion by the certified public accountant;
(III) failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(IV) equity incentive is not allowed according to laws and regulations;
(V) other circumstances recognized by the CSRC.
The company is qualified to implement the restricted stock incentive plan in 2022 (hereinafter referred to as “this incentive plan”).
2、 The incentive objects of the company’s incentive plan do not include the company’s independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the shares of the listed company, the actual controllers of the listed company and their spouses, parents, children and foreign employees. There are no following circumstances that cannot be incentive objects as stipulated in the management measures:
(I) being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(II) being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(III) 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;
(IV) those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (V) those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(VI) other circumstances recognized by the CSRC.
The incentive objects of this incentive plan are directors, senior managers, core technicians and core management (Technology / business) backbone of the company (including branches and subsidiaries). The above incentive objects play a key role in the development of the company. The incentive objects granted for the first time meet the incentive object conditions specified in the administrative measures and the listing rules, and meet the incentive object scope specified in the company’s incentive plan (Draft). As the subject qualification of the incentive object granted for the first time in the company’s incentive plan, it is legal and effective.
3、 The formulation, deliberation process and contents of the company’s incentive plan (Draft) comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the listing rules and so on; The granting and release of restricted shares (including the number of shares granted, the date of grant, the price of grant, the conditions for release of restrictions on sale / attribution, etc.) of each incentive object did not violate the provisions of relevant laws and regulations, and did not infringe the interests of the company and all shareholders. The relevant proposals of this incentive plan can only be implemented after being submitted to the general meeting of shareholders of the company for deliberation and approval.
4、 The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
5、 The implementation of equity incentive plan by the company can improve the distribution mechanism combining incentive and restraint, fully mobilize the enthusiasm and initiative of the company’s core team, improve management efficiency and level, and effectively combine the interests of shareholders, the company and the personal interests of the core team, which is conducive to the sustainable development of the company, There is no situation that damages the interests of the listed company and all shareholders.
To sum up, we agree that the company will implement the restricted stock incentive plan in 2022.
Arctech Solar Holding Co.Ltd(688408) board of supervisors February 17, 2022
