Ningbo Shanshan Co.Ltd(600884) board of supervisors
Verification opinions on matters related to the company’s 2022 stock option and restricted stock incentive plan
The board of supervisors of Ningbo Shanshan Co.Ltd(600884) (hereinafter referred to as the “company”) shall, 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 administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the articles of association of Ningbo Shanshan Co.Ltd(600884) (hereinafter referred to as the “articles of association”) and other relevant provisions, The Ningbo Shanshan Co.Ltd(600884) 2022 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”) and its summary have been verified, and the verification opinions are as follows:
1. The company does not have any circumstances that prohibit the implementation of the equity incentive plan as stipulated in the administrative measures and other laws, regulations and normative documents, including: (1) the financial accounting report of the latest fiscal year was issued with a negative opinion or an audit report that could not express an opinion by the certified public accountant; (2) The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant; (3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing; (4) Equity incentive is not allowed according to laws and regulations; (5) Other circumstances recognized by the CSRC. The company is qualified to implement the equity incentive plan.
2. The first phase incentive objects determined by the company according to the incentive plan (Draft) have the qualifications specified in the company law, securities law, administrative measures and other laws, regulations and normative documents, and there is no situation that they have been identified as inappropriate candidates by the stock exchange, CSRC and its dispatched offices in the last 12 months, There is no case that the CSRC and its dispatched offices have imposed administrative penalties or taken market entry prohibition measures for major violations of laws and regulations in the past 12 months, there is no case that they are not allowed to serve as directors and senior managers of the company as stipulated in the company law, and there is no case that they are not allowed to participate in equity incentive of listed companies according to laws and regulations, It meets the conditions of incentive objects specified in the management measures and the scope of incentive objects specified in the company’s incentive plan (Draft), and its subject qualification as the incentive object of the company’s equity incentive plan is legal and effective.
3. The formulation, review process and content of the incentive plan (Draft) comply with the provisions of the company law, securities law, administrative measures and other relevant laws, regulations, rules and normative documents as well as the articles of association.
4. The company has no plans or arrangements to provide loans, loan guarantees and other forms of financial assistance for the incentive objects to obtain relevant rights and interests according to the equity incentive plan.
5. 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 pay attention to and commit to the realization of the company’s development strategy and business objectives, which is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
To sum up, the board of supervisors unanimously agreed that the company would implement the stock option and restricted stock incentive plan. Ningbo Shanshan Co.Ltd(600884) board of supervisors February 23, 2022
