Independent opinions of 600884 Ningbo Shanshan Co.Ltd(600884) independent directors on the company's 2022 equity incentive plan
Ningbo Shanshan Co.Ltd(600884)
Independent opinions of independent directors on the company's 2022 equity incentive plan
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 measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures"), the independent director system of listed companies, the stock listing rules of Shanghai Stock Exchange and other relevant laws and regulations As an independent director of Ningbo Shanshan Co.Ltd(600884) (hereinafter referred to as the "company"), we have carefully verified the matters related to the 2022 stock option and restricted stock incentive plan (hereinafter referred to as the "equity incentive plan") of the company, and hereby express the following independent opinions:
1. The company is not prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents. The company has the subject qualification to implement the equity incentive plan.
2. The first phase incentive objects determined by the company's equity incentive plan have the qualifications specified in the company law, securities law, administrative measures and other laws, regulations and normative documents; At the same time, the incentive objects are not prohibited from being granted stock options and restricted shares as stipulated in the administrative measures, and the subject qualification of the incentive objects is legal and effective.
3. The contents and deliberation procedures of the company's equity incentive plan comply with the provisions of the company law, securities law, administrative measures and other relevant laws, regulations and normative documents; The granted rights and interests of each incentive object and the arrangement for exercising rights and interests do not violate the provisions of relevant laws, regulations and normative documents, and there is no situation that damages the interests of the company and all shareholders.
4. The company does not provide any guarantee for the loan or other forms of incentive interest of the company under the plan.
5. The company has formulated corresponding assessment management measures for this equity incentive plan. Its assessment system is comprehensive, comprehensive and operable. The setting of assessment indicators is scientific and reasonable. At the same time, it has a restrictive effect on Incentive objects, which can achieve the purpose of this equity incentive plan.
6. The company's implementation of this equity incentive plan can further improve the company's long-term incentive mechanism, fully mobilize the initiative, enthusiasm and creativity of the company's directors, main managers of subsidiaries and core technicians, improve team cohesion, maintain enterprise vitality, and more closely combine the interests of employees with the interests of the company and shareholders, Make all parties concerned and promote the long-term sustainable development of the company without damaging the interests of the company and all shareholders.
Independent opinions of 600884 Ningbo Shanshan Co.Ltd(600884) independent directors on matters related to the company's 2019 stock option incentive plan
7. When the board of directors of the company deliberated the relevant proposals of the equity incentive plan, the related directors have avoided voting, and the deliberation and voting procedures comply with the provisions of relevant laws and regulations, normative documents and the articles of association, which are legal and effective.
In conclusion, we agree that the company will implement this equity incentive plan.
The relevant proposals of this equity incentive plan need to be submitted to the general meeting of shareholders of the company for deliberation. independent director:
Zhang Chunyi, Xu Yanxiu, Qiu bin, Zhu Jingtao
February 23, 2022
