Shenzhen S.C New Energy Technology Corporation(300724)
Independent opinions of independent directors on matters related to the ninth meeting of the Fourth Board of directors
As an independent director of Shenzhen S.C New Energy Technology Corporation(300724) (hereinafter referred to as the “company”), in accordance with the requirements of the rules for independent directors of listed companies, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, the articles of association and other relevant provisions, in the position of prudence and independent judgment, We hereby express our independent opinions on the relevant matters of the ninth meeting of the Fourth Board of directors of the company as follows:
1、 Independent opinions on repurchase and cancellation of restricted shares granted to some incentive objects but not unlocked
After verification, we agreed that the approval and decision-making procedures for the repurchase and cancellation of the company were legal and compliant. When the board of directors considered the above proposal, the related directors avoided voting on the proposal, which would not affect the continued implementation of the company’s restricted stock incentive plan in 2019, and would not damage the interests of the company and all shareholders, especially small and medium-sized shareholders, Nor will it have a significant impact on the company’s financial position and operating results. Therefore, we unanimously agree that the company will repurchase and cancel 27249 restricted shares granted but not unlocked to the six incentive objects who have resigned this time, and unanimously agree to submit the matter to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the achievement of unlocking conditions in the second unlocking period of 2019 restricted stock incentive plan
The unlocking conditions of the second unlocking period of the company’s restricted stock incentive plan in 2019 have been achieved. The company plans to handle the unlocking and listing and circulation procedures for 348879 restricted shares of 163 incentive objects who meet the unlocking conditions in the second unlocking period.
After checking the company’s business performance in 2020 and the personal performance evaluation results of the incentive objects to be unlocked, we agree that:
1. The company complies with the implementation of the equity incentive plan stipulated in the administrative measures for equity incentive of listed companies and the company’s 2019 restricted stock incentive plan (Draft), the company has the subject qualification to implement the equity incentive plan, and there is no situation that the company is not allowed to handle the unlocking specified in the 2019 restricted stock incentive plan; 2. The incentive object unlocked this time meets the requirements of the measures for the administration of equity incentive of listed companies and the company’s restricted stock incentive plan in 2019 on the unlocking conditions of the second unlocking period, and the subject qualification of the incentive object that can be unlocked this time is legal and effective;
3. The company’s 2019 restricted stock incentive plan has not violated the provisions of relevant laws and regulations and the interests of the company and all shareholders in terms of the unlocking arrangement of restricted shares of each incentive object (including the restricted sale period, unlocking period, unlocking conditions, etc.);
4. This unlocking is conducive to strengthening the close relationship between the company and the incentive object, strengthening the concept of common and sustainable development, stimulating the creation of long-term value, and promoting the long-term and stable development of the company.
5. When the board of directors of the company deliberated on the above proposal, the related directors avoided voting on the proposal, and the deliberation procedures were in line with the provisions of the securities law, the company law, the Shenzhen Stock Exchange GEM Listing Rules and other laws and regulations, as well as the articles of association.
In conclusion, we agree that the company will handle relevant unlocking procedures for the restricted shares granted under the 2019 restricted stock incentive plan of the above-mentioned unlocked incentive objects and can be unlocked in the second unlocking period in accordance with relevant regulations.
3、 Independent opinions on the appointment of the general manager of the company
The nomination and appointment procedures for the appointment of the general manager of the company by the board of directors comply with the relevant provisions of laws and regulations such as the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the articles of association, and the procedures are legal and effective. After learning about Mr. Yu Zhong’s qualifications, educational background, professional ability and professional quality, and being competent for the responsibilities of the corresponding positions of the company, it is not found that Mr. Yu Zhong is not allowed to serve as a senior manager of a listed company as stipulated in the company law, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and the articles of association, It does not belong to the person subject to execution for dishonesty, nor has it received any punishment and punishment from the CSRC and Shenzhen Stock Exchange. In conclusion, we agree to appoint Mr. Yu Zhong as the general manager of the company.
4、 Independent opinions on the company’s employee stock ownership plan in 2022
After verification, the company has not found any circumstances that prohibit the implementation of employee stock holding plan stipulated by laws and regulations, such as the guiding opinions on the pilot implementation of employee stock holding plan by listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, etc. The content of the company’s employee stock ownership plan in 2022 complies with the provisions of relevant laws and regulations, such as the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and there is no damage to the interests of the company and all shareholders, nor is there any apportionment Forced distribution and other ways to force employees to participate in the employee stock ownership plan. The implementation of ESOP by the company is conducive to the establishment and improvement of the benefit sharing mechanism between workers and owners, the improvement of corporate governance, the cohesion of employees and the competitiveness of the company, and the sustainable development of the company.
To sum up, we unanimously agree with the company’s employee stock ownership plan for 2022.
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(there is no text on this page, only the signature page of Shenzhen S.C New Energy Technology Corporation(300724) independent directors’ independent opinions on matters related to the ninth meeting of the Fourth Board of directors) signature of independent directors:
Zhu Yujie, Lin Anzhong, Du Jisheng
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