The 9th board of directors
Opinions of independent directors on matters related to the fourth interim meeting
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws and regulations, normative documents, the articles of association and other relevant provisions of the CSRC, we are the independent directors of Jiangxi Wannianqing Cement Co.Ltd(000789) (hereinafter referred to as the "company"), After carefully reviewing the relevant meeting materials of the fourth interim meeting of the ninth board of directors of the company and the full discussion and analysis of all independent directors, based on the principles of independence, objectivity and impartiality and independent judgment, the following opinions are expressed on the proposal on granting stock options to incentive objects:
1. The board of directors determined that the grant date of the company's 2022 stock option incentive plan (hereinafter referred to as the incentive plan and this incentive plan) is February 24, 2022, which is in line with the administrative measures for equity incentive of listed companies (hereinafter referred to as the administrative measures) The Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (hereinafter referred to as the Trial Measures) and the relevant provisions on the grant date in this incentive plan, and the conditions for granting rights and interests specified in the incentive plan have been met.
2. The incentive objects granted by the company comply with the scope and qualification of incentive objects specified in the company law, securities law, administrative measures, trial measures and other relevant laws, regulations and normative documents, as well as the articles of association and the incentive plan of the company. The incentive objects do not have the following circumstances that cannot become incentive objects as mentioned in Article 8 of the administrative measures:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
The incentive object granted by the company as the subject qualification of the incentive object of the company's incentive plan is legal and effective.
3. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
4. The company's implementation of this incentive plan can establish and improve the long-term incentive mechanism, optimize the salary and assessment system, further improve the company's governance structure, fully mobilize the enthusiasm of the company's senior managers and key personnel, stabilize and attract talents, improve the company's cohesion, enhance the company's core competitiveness, improve the company's performance and maximize the shareholder value, There is no situation that damages the legitimate rights and interests of the company and all shareholders.
Therefore, we agree that the grant date of the company's incentive plan is February 24, 2022, and agree to grant 7.94 million stock options to 247 eligible incentive objects.
independent director:
Guo Yaxiong, Zhou Xuejun, Huang Congyun
Jiangxi Wannianqing Cement Co.Ltd(000789) board of directors February 24, 2022
