300035 {independent director}
Independent opinions on matters related to the 10th meeting of the 5th board of directors
In accordance with the rules for independent directors of listed companies, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, and Hunan Zhongke Electric Co.Ltd(300035) (hereinafter referred to as the “company”) independent director working system and other relevant laws, regulations, rules and regulations, we, as independent directors of the company, Express the following independent opinions on matters related to the 10th meeting of the 5th board of directors of the company:
1、 Independent opinions on the achievement of the conditions for the lifting of the restrictions in the third lifting period of the first grant part and the second lifting period of the reserved grant part of the restricted stock incentive plan in 2018
1. The company complies with the implementation of the equity incentive plan stipulated in the administrative measures for equity incentive of listed companies and other relevant laws, regulations and normative documents, as well as the 2018 restricted stock incentive plan (Draft). The company has the subject qualification to implement the equity incentive plan, and there is no case that the incentive object specified in the equity incentive plan cannot be lifted.
2. The incentive objects that can be lifted this time have met the conditions for lifting the restrictions (including the company’s performance assessment requirements and the incentive object’s personal performance assessment requirements, etc.) specified in the restricted stock incentive plan in 2018. As the incentive objects that can be lifted this time, their qualification as the main body of the company is legal and effective.
3. The company’s restricted stock incentive plan in 2018 has not violated the provisions of relevant laws and regulations and the interests of the company and all shareholders in terms of the lifting of the restriction on the sale of restricted shares granted to each incentive object (including the lifting of the restriction period, the lifting of the restriction conditions, etc.).
To sum up, the conditions for the release of restrictions in the third release period of the first granted part and the second release period of the reserved granted part of the company’s restricted stock incentive plan in 2018 have been achieved, The 5.079 million shares granted to 115 incentive objects for the first time and the 98000 restricted shares reserved for 24 incentive objects meet the conditions for the lifting of restrictions under the equity incentive plan. Therefore, we unanimously agree that the company will handle the matters related to the release of restrictions in the third release period of the first grant part and the second release period of the reserved grant part of the restricted stock incentive plan in 2018 after the expiration of the corresponding sales restriction period.
2、 The independent opinion on repurchasing and cancelling part of the restricted shares in the 2018 restricted stock incentive plan has been verified. We believe that in view of the fact that the company’s 2018 restricted stock incentive plan first granted part of the five incentive objects and reserved part of the one incentive object resigned due to personal reasons and no longer meet the conditions for becoming an incentive object, The company plans to repurchase and cancel 158000 restricted shares granted but not lifted. The repurchase and cancellation of restricted shares by the company this time complies with the provisions of laws and regulations such as the measures for the administration of equity incentive of listed companies of the CSRC and the company’s 2018 restricted stock incentive plan (Draft). The relevant procedures are legal and compliant, and there is no situation that damages the interests of the company and shareholders. Therefore, we unanimously agree that the company will repurchase and cancel some restricted shares this time.
3、 After verification, we believe that the board of directors of the company adjusted the repurchase price of restricted shares in the first grant part and the reserved grant part of the restricted stock incentive plan in 2018, which is in line with the administrative measures for equity incentive of listed companies Laws and regulations such as self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling, and the provisions on adjustment matters in the company’s 2018 restricted stock incentive plan (Draft). The contents of this adjustment are within the scope of authorization of the board of directors of the company by the third extraordinary general meeting of shareholders in 2018, and do not need to be submitted to the general meeting of shareholders for deliberation again. The adjustment procedure is legal and compliant, and there is no situation that damages the interests of the company and all shareholders. Therefore, we unanimously agree to the adjustment of the company’s restricted stock repurchase price of the first grant part and the reserved grant part of the restricted stock incentive plan in 2018.
4、 Independent opinions on confirming the excess of daily related party transactions between the holding subsidiary and Shimian County Jineng new materials Co., Ltd. in 2021 and the expected daily related party transactions in 2022
The daily related party transactions between the holding subsidiary Hunan Zhongke Xingcheng and Jineng new materials in 2021 and 2022 have been approved in advance. We believe that the above-mentioned daily related party transactions of the company are reasonable and necessary daily operating transactions between the holding subsidiary and related parties in accordance with the principles of openness, impartiality, equality, voluntariness and mutual benefit. The counterparty is a company existing according to law and operating normally, and there is no obstacle to performance capacity.
The explanation of the board of directors of the company on the difference between the actual and expected daily related party transactions of Hunan Zhongke Xingcheng and Jineng new materials in 2021 is consistent with the actual situation of the company. The daily related party transactions that have occurred in 2021 are fair and reasonable, and there is no damage to the interests of the company and other non related party shareholders.
The above-mentioned deliberation procedures of the company’s daily connected transactions comply with the company law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange gem shares, the articles of association and other relevant provisions, and there is no situation that damages the interests of listed companies and minority shareholders. In conclusion, we unanimously agree to the proposal on confirming the excess of daily related party transactions between the holding subsidiary and Shimian County Jineng new materials Co., Ltd. in 2021 and the proposal on the prediction of daily related party transactions between the holding subsidiary and Shimian County Jineng new materials Co., Ltd. in 2022, And agreed to submit the proposal on the prediction of daily related party transactions between the holding subsidiary and Shimian County Jineng new materials Co., Ltd. in 2022 to the general meeting of shareholders of the company for deliberation. (no text below)
(there is no text on this page, which is the signature page of Hunan Zhongke Electric Co.Ltd(300035) independent directors’ independent opinions on matters related to the 10th meeting of the Fifth Board of directors)
Signature of independent director:
Li Feng:
Li Liuqing:
Tong Jun:
February 19, 2022
