Zhejiang Jingu Company Limited(002488)
Independent directors’ comments on the 12th meeting of the 5th board of directors
Independent opinions and other related matters
According to the guiding opinions on the establishment of independent director system in listed companies, the guidelines on the behavior of directors of Listed Companies in the small and medium-sized enterprise sector of Shenzhen Stock Exchange, the working system of Zhejiang Jingu Company Limited(002488) independent directors and other relevant provisions, as independent directors of Zhejiang Jingu Company Limited(002488) (hereinafter referred to as the “company”), after careful verification and review, Express independent opinions on the following matters involved in the meeting of the board of directors: I. independent opinions on matters related to the implementation of the first phase of the company’s employee stock ownership plan
1. The relevant matters of the company’s employee stock ownership plan comply with the company law, the securities law and the guidance on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the “guidance”) The guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – Guidelines for standardized operation of listed companies on the main board (hereinafter referred to as the “guidelines for standardized operation”) and other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of association. The company does not have the situation of prohibiting the implementation of the employee stock ownership plan as stipulated in the guiding opinions and other laws, regulations and normative documents, There is also no situation that damages the interests of the company and all shareholders.
2. The employee stock ownership plan has fully solicited the opinions of employees through the employee congress of the company. The proposed participants participate in the employee stock ownership plan in accordance with the principles of legal compliance, voluntary participation and risk-taking. There is no situation of forcing employees to participate in the employee stock ownership plan by means of apportionment, forced distribution and so on.
3. The employee stock ownership plan is conducive to the company to establish a long-term incentive mechanism, fully mobilize the enthusiasm of the company’s management team and key employees, effectively combine the interests of shareholders, the company and the personal interests of the core team, make all parties pay common attention to the long-term development of the company, and is conducive to the long-term sustainable development of the company. 4. The deliberation procedures of the board of directors comply with the relevant laws, regulations, normative documents such as the company law, the securities law, the guiding opinions and the guidelines for standardized operation, as well as the relevant provisions of the articles of association. During the deliberation of the meeting, Mr. Sun Fengfeng and Mr. Jin Jiayan avoided voting, and the relevant procedures are legal and compliant.
To sum up, we unanimously agree on the contents of the company’s phase I employee stock ownership plan (Draft) and its summary and the company’s management measures for phase I employee stock ownership plan, and unanimously agree to submit the relevant proposals of this employee stock ownership plan to the general meeting of shareholders of the company for deliberation.
(there is no text on this page, which is the signature page of independent opinions of independent directors at the 12th meeting of the Fifth Board of directors)
independent director:
Xu Zhikang, Cheng Feng, Ji Jianyang
specific date
