Shanghai Golden Bridge Infotech Co.Ltd(603918) independent director
Independent opinions on matters related to the 28th meeting of the 4th board of directors
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the guiding opinions on the establishment of independent director system in listed companies and other relevant provisions, as well as the Shanghai Golden Bridge Infotech Co.Ltd(603918) articles of Association (hereinafter referred to as the “articles of association”) According to the requirements of the working system of Shanghai Golden Bridge Infotech Co.Ltd(603918) independent directors and other relevant systems, as independent directors of Shanghai Golden Bridge Infotech Co.Ltd(603918) (hereinafter referred to as “the company”), based on objective and independent judgment, and after carefully reviewing the relevant proposals and materials provided by the board of directors of the company, we hereby express the following independent opinions on the relevant matters considered at the 28th meeting of the Fourth Board of directors of the company:
1、 Proposal on the company’s 2022 stock option and restricted stock incentive plan
1. The formulation and review process of the company’s 2022 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”) and its summary comply with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”).
2. It is not found that the company is prohibited from implementing equity incentive as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement equity incentive plan.
3. The incentive objects in the incentive plan (Draft) comply with the company law, securities law, management measures and other laws, regulations and normative documents, as well as the provisions on subject qualification in the articles of Association; At the same time, the incentive object is not prohibited from becoming the incentive object as stipulated in the management measures, and the subject qualification of the incentive object is legal and effective.
4. The contents of the incentive plan (Draft) and its summary comply with the provisions of relevant laws, regulations and normative documents such as the management measures; The granting arrangements, exercise / lifting of restrictions on the sale of stock options and restricted shares granted to each incentive object comply with the provisions of relevant laws, regulations and normative documents, and there is no situation that damages the legitimate rights and interests of the company and all shareholders.
5. The company has no plans or arrangements to provide loans, loan guarantees and other forms of financial assistance to incentive objects.
6. The company’s implementation of equity incentive plan is conducive to further optimize the corporate governance structure, promote the company to establish and improve the incentive mechanism, improve the company’s salary assessment system, and enhance the overall cohesion of the company. It is also conducive to fully mobilize the initiative and creativity of the company’s operation and management team and core technology / core business personnel, ensure the realization of the company’s future development strategy and business objectives, and bring more efficient and lasting returns to shareholders.
We believe that the company’s implementation of the equity incentive plan is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders. We unanimously agree that the company will implement the stock option and restricted stock incentive plan, and agree to submit the proposals related to the stock option and restricted stock incentive plan to the general meeting of shareholders for deliberation.
2、 Proposal on the company’s employee stock ownership plan from 2022 to 2024
1. The content of the company’s employee stock ownership plan complies with the company law, the securities law, the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, as well as other relevant laws, regulations, normative documents and the articles of association, There is no situation that damages the interests of the listed company and the legitimate rights and interests of minority shareholders, and there is no situation that employees are forced to participate in this ESOP by means of apportionment and forced distribution;
2. The company’s implementation of the employee stock ownership plan is conducive to improving the level of corporate governance, improving the company’s salary incentive mechanism, fully mobilizing the enthusiasm of employees and realizing the long-term sustainable development of the enterprise;
3. The implementation of the employee stock ownership plan is based on the principle of legal compliance, voluntary participation and risk bearing, and there is no violation of laws and regulations;
4. The related directors have avoided voting on relevant proposals in accordance with the company law, the securities law, the guiding opinions on the pilot implementation of the employee stock ownership plan by listed companies, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other laws, regulations, rules and normative documents, as well as the relevant provisions of the articles of association, Non affiliated directors shall vote for deliberation.
In conclusion, we agree that the company will implement the employee stock ownership plan from 2022 to 2024, and agree to submit the relevant proposals of this stock ownership plan to the general meeting of shareholders for deliberation.
3、 Proposal on 2021 annual performance bonus scheme for directors and senior managers of the company
In 2021, the company strictly followed the remuneration system of directors, supervisors and senior managers and relevant incentive and assessment system, and the salary payment procedures were in line with the provisions of relevant laws, regulations and the articles of association. We agreed to the proposal and agreed to submit the proposal to the general meeting of shareholders for deliberation.
(there is no text on this page, which is the signature page of Shanghai Golden Bridge Infotech Co.Ltd(603918) independent director’s independent opinions on matters related to the 28th meeting of the Fourth Board of directors) signature of independent director: Bao hang, Guan Dongjie, Li Jian
February 21, 2022
