The 13th meeting of the third board of directors
Guizhou Chanhen Chemical Corporation(002895)
The independent directors’ independent opinions on the relevant matters of the 13th meeting of the third board of directors are in accordance with the requirements of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the administrative measures) and the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 1 – business handling (hereinafter referred to as the guidelines for supervision No. 1), As an independent director of Guizhou Chanhen Chemical Corporation(002895) (hereinafter referred to as “the company”), we are responsible to the company and all shareholders and based on our independent judgment, we express our independent opinions on the relevant matters of the 13th meeting of the third board of directors as follows:
1、 Independent opinions on the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time under the restricted stock incentive plan in 2022
The company’s adjustment of the list of incentive objects and the number of rights and interests granted for the first time in the 2022 restricted stock incentive plan (hereinafter referred to as the “incentive plan”) is in line with the administrative measures, regulatory guide No. 1 and other laws and regulations as well as the provisions on relevant adjustments in the company’s incentive plan. The content of this adjustment is within the authorization of the board of directors of the company at the first extraordinary general meeting of shareholders in 2022, and the adjustment procedure is legal and compliant. The independent directors unanimously agreed to the company’s adjustment of the list of incentive objects and the number of rights and interests granted for the first time in this restricted stock incentive plan.
2、 Independent opinions on the proposal on granting restricted shares to incentive objects for the first time in the 2022 restricted stock incentive plan
1. According to the authorization of the company’s first extraordinary general meeting in 2022, the board of directors determined that the first grant date of the company’s restricted shares in 2022 was February 21, 2022, which was in line with the relevant provisions on the grant date in the management measures and the incentive plan.
2. The incentive objects to be approved in the list of incentive objects in the company’s interim general meeting of shareholders and the regulations on the scope of incentive objects to be approved in the 2022 interim general meeting of shareholders are in line with the relevant provisions of the laws and regulations on the incentive plan, Its subject qualification as the incentive object of the company’s restricted stock is legal and effective.
3. Neither the company nor the incentive object is allowed to grant restricted shares, and the company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive object.
4. The company’s implementation of the incentive plan is conducive to further improving the company’s governance structure, improving the company’s incentive mechanism, and enhancing the company’s management team and business backbone’s sense of responsibility and mission for realizing the sustainable and healthy development of the company,
The 13th meeting of the third board of directors
It is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
5. The conditions for granting restricted shares to incentive objects stipulated in the company’s incentive plan have been met. In conclusion, the independent directors unanimously agreed to grant 6.854 million restricted shares to 455 incentive objects meeting the grant conditions on February 21, 2022.
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The 13th meeting of the third board of directors
(there is no text on this page, which is the signature page of Guizhou Chanhen Chemical Corporation(002895) independent directors’ independent opinions on relevant matters of the 13th meeting of the third board of directors)
Signature of independent director:
Yan Kangping, Li shuanghai, Chen Zhenhua
February 21, 2022
