Hunan Mendale Hometextile Co.Ltd(002397) : independent opinions of independent directors on relevant matters

Hunan Mendale Hometextile Co.Ltd(002397)

Independent opinions of independent directors on relevant matters

In accordance with the relevant provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange, the measures for the administration of equity incentive of listed companies and the articles of Association, we are independent directors of Hunan Mendale Hometextile Co.Ltd(002397) (hereinafter referred to as the "company"), We have reviewed the relevant materials provided by the company, and based on the position of independent judgment, we have made special explanations and independent opinions on relevant matters as follows: I. independent opinions on the grant of reserved rights and interests of stock options and restricted stock incentive plan in 2021

According to the authorization of the 2020 annual general meeting of shareholders, the board of directors determined that the reserved grant date of the company's 2021 stock option and restricted stock incentive plan is February 22, 2022, which complies with the administrative measures for equity incentive of listed companies and the relevant provisions on the grant date of the company's 2021 stock option and restricted stock incentive plan, At the same time, this reserved grant also meets the conditions for granting stock options and restricted shares to incentive objects in the company's 2021 stock option and restricted stock incentive plan.

The incentive objects reserved and granted in the 2021 stock option and restricted stock incentive plan of the company meet the incentive object conditions specified in the administrative measures for equity incentive of listed companies and other relevant laws, regulations and normative documents, meet the scope of incentive objects specified in the 2021 stock option and restricted stock incentive plan, and their subject qualification as incentive objects is legal and effective.

The company does not provide loans or any other forms of financial assistance to incentive objects, including providing guarantees for their loans.

Based on the above opinions, we agree that the reserved grant date of the company's 2021 stock option and restricted stock incentive plan is February 22, 2022, and agree to grant 4.2 million stock options to 30 incentive objects at an exercise price of 4.02 yuan per share; Grant 800000 restricted shares to one incentive object at a price of 1.98 yuan / share. 2、 Independent opinions on terminating the non-public offering of A-Shares in 2021

We have reviewed the termination of the company's non-public offering of A-Shares in 2021 and issued the following opinions:

The company's termination of the non-public offering of A-Shares in 2021 is a prudent decision made after comprehensive consideration of the changes in the company's internal and external environment and in combination with the actual situation of the company. The contents and implementation procedures of this relevant proposal are legal and compliant, and there is no harm to the interests of the company and all shareholders. We agree that the company will terminate the non-public offering of A-Shares in 2021. independent director:

Xiao Haijun, Wan Ping and Qin Zheng

February 23, 2022

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