Ningbo Sanxing Medical Electric Co.Ltd(601567)
Opinions of independent directors
As an independent director of the company in accordance with the relevant provisions of the standards for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, the Ningbo Sanxing Medical Electric Co.Ltd(601567) articles of association, the working rules for Ningbo Sanxing Medical Electric Co.Ltd(601567) independent directors and the measures for the administration of equity incentive of listed companies, We express our independent opinions on the relevant proposals of the 22nd Meeting of Ningbo Sanxing Medical Electric Co.Ltd(601567) the Fifth Board of directors as follows:
1、 With regard to the proposal on adjusting the list of incentive objects and the number of awards of the fifth restricted stock incentive plan, we believe that the adjustment of the list of incentive objects and the number of awards granted for the first time is in line with the provisions of relevant laws, regulations and normative documents such as the administrative measures for equity incentive of listed companies, The incentive objects comply with the scope of incentive objects specified in the company’s phase V restricted stock incentive plan (Draft), and this adjustment has been authorized by the general meeting of shareholders, and the necessary procedures have been performed. Therefore, we believe that this adjustment complies with relevant regulations and agree with the board of directors to adjust the list and number of incentive objects granted for the first time involved in the fifth restricted stock incentive plan (Draft).
2、 Proposal on granting restricted shares to the incentive objects of the company’s fifth restricted stock incentive plan for the first time
1. According to the authorization of the company’s first extraordinary general meeting in 2022, the board of directors determined that the first grant date of the company’s fifth restricted stock incentive plan is March 2, 2022, which is in line with the relevant provisions on the grant date in the administrative measures for equity incentive of listed companies and the company’s fifth restricted stock incentive plan (Draft).
2. The incentive objects determined by the company for granting restricted shares this time 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 incentive object scope specified in the company’s phase V restricted stock incentive plan (Draft), and their subject qualification as the incentive object of the company’s restricted shares is legal Effective.
3. Neither the company nor the incentive object is allowed to grant restricted shares, and the grant conditions of this incentive plan have been met.
4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
5. When the board of directors of the company deliberated the relevant proposals, the related directors have avoided voting on the relevant proposals in accordance with the company law, the securities law, the measures for the administration of equity incentive of listed companies and other laws, regulations and normative documents and the relevant provisions of the articles of association, and the non related directors shall deliberate and vote on the relevant proposals.
6. The company’s implementation of this incentive plan is conducive to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of incentive objects, and effectively combine the interests of shareholders, the company and the core team; It is conducive to further improve the corporate governance structure and enhance shareholders’ confidence in the company. This equity incentive plan is conducive to the sustainable and healthy development of the company and will not damage the interests of the company and all shareholders.
To sum up, we unanimously agree that March 2, 2022 is the first grant date of this incentive plan, and agree to grant 7.622 million restricted shares to 159 incentive objects who meet the grant conditions.
Independent directors: Wang Xihong, Duan Yichao, Yang Huajun March 2, 2022
