Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
The independent opinions of the independent directors on the relevant matters of the 11th meeting of the second board of directors are in accordance with the company law of the people’s Republic of China, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association of Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) (hereinafter referred to as the articles of association) and other relevant provisions, As an independent director of Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) (hereinafter referred to as “the company”), on the basis of careful review of relevant materials, with a serious and responsible attitude, and based on an independent, prudent and objective position, we express the following independent opinions on the relevant matters considered at the 11th meeting of the second board of directors held on February 21, 2022:
1、 Independent opinions on granting restricted shares and stock options to incentive objects and reserving restricted shares and stock options in the incentive plan for 2021
According to the authorization of the company’s second extraordinary general meeting in 2021, the granting conditions specified in the company’s 2021 restricted stock and stock option incentive plan (hereinafter referred to as “2021 equity incentive plan”) have been fulfilled. The board of directors determined that the reserved granting date of 2021 equity incentive plan is February 21, 2022, The grant date complies with the relevant provisions on the grant date in the administrative measures for equity incentive of listed companies and the Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 2021 restricted stock and stock option incentive plan (Revised Draft) (hereinafter referred to as the incentive plan (Revised Draft)).
After verification, the incentive objects granted by the company this time comply with the provisions of the company law of the people’s Republic of China and other laws and regulations and the articles of association, as well as the conditions and scope of incentive objects specified in the measures for the administration of equity incentive of listed companies and the incentive plan (Revised Draft), As the reserved part of the company’s 2021 equity incentive plan, the subject qualification granted to the incentive object is legal and effective. The company has no plans or arrangements to provide loans, loan guarantees or other financial assistance to incentive objects. To sum up, we unanimously agree to take February 21, 2022 as the reserved grant date of the equity incentive plan in 2021, and agree that the company will grant a total of 14928 reserved restricted shares and 59712 reserved stock options to 31 incentive objects.
2、 Independent opinions on repurchase and cancellation of some restricted shares and cancellation of some stock options
According to the company’s incentive plan (Revised Draft): the incentive object leaves the company due to resignation, layoffs and expiration of the labor contract. The stock options granted to the incentive object but not exercised shall not be exercised and shall be cancelled by the company; The restricted shares granted to the incentive object but not yet lifted shall not be lifted, and shall be repurchased and cancelled by the company at the grant price.
After verification, two incentive objects of the company have gone through relevant resignation procedures, resulting in that they no longer meet the incentive object conditions of the incentive plan (Revised Draft). Repurchase and write off the restricted shares granted but not yet lifted for the above two resigned incentive objects, and write off their granted but not exercised stock options, which will not have a material impact on the company’s financial status and operating results, and there is no situation that will damage the interests of the listed company and all shareholders. The deliberation procedures of the board of directors on the repurchase and cancellation of some restricted shares and the cancellation of some stock options comply with the provisions of the company law, the securities law, the measures for the administration of equity incentive of listed companies, the incentive plan (Revised Draft) and other relevant laws, regulations and normative documents.
To sum up, we unanimously agree that the company repurchases and cancels 9600 shares of restricted shares granted but not yet lifted for the two resigned incentive objects, and cancels 24000 shares of stock options granted but not yet exercised, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
Independent directors: Shen Xianfeng, Hu Qing, Zhou Changjiang February 21, 2022
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
(there is no text on this page, which is the signature page of Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) independent directors’ independent opinions on matters related to the 11th meeting of the second board of directors) signature of independent directors:
Shen Xianfeng
February 21, 2022
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
(there is no text on this page, which is the signature page of Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) independent directors’ independent opinions on matters related to the 11th meeting of the second board of directors)
Signature of independent director:
Hu Qing
February 21, 2022
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
(there is no text on this page, which is the signature page of Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) independent directors’ independent opinions on matters related to the 11th meeting of the second board of directors)
Signature of independent director:
Zhou Changjiang
February 21, 2022
