Titan Wind Energy (Suzhou) Co.Ltd(002531) independent director
On matters related to the first meeting of the Fourth Board of directors in 2022
separate opinion
According to the stock listing rules of Shenzhen Stock Exchange, the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the "guiding opinions"), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board (hereinafter referred to as "standardized operation"), the rules for independent directors of listed companies and other laws According to the relevant provisions of laws and regulations, normative documents and the articles of association, as an independent director of the company, based on our independent position and judgment, and after carefully reviewing the relevant proposal materials, we express the following independent opinions on the proposal considered at the first meeting of the Fourth Board of directors in 2022:
1. The company is not prohibited from implementing the employee stock ownership plan as stipulated in the guidance on the pilot implementation of the employee stock ownership plan by listed companies and other laws, regulations and normative documents. The company has the subject qualification to implement the employee stock ownership plan.
2. The content of the company's employee stock ownership plan complies with the relevant laws, administrative regulations, normative documents and the articles of association, such as the company law, the securities law, the guiding opinions and the standardized operation. The company has held an employee congress and obtained the consent of all employee representatives before implementing the employee stock ownership plan, There is no situation that damages the interests of the company and all shareholders, and there is no situation that employees are forced to participate in this ESOP by means of apportionment, forced distribution, etc.
3. When the board of directors of the company considered the ESOP, the related directors avoided voting, and the deliberation and decision-making procedures were legal and compliant.
4. The company's implementation of the employee stock ownership plan is conducive to fully mobilize the enthusiasm of employees and realize the long-term sustainable development of the enterprise; The implementation of the employee stock ownership plan is based on the principle of legal compliance, voluntary participation and risk bearing. There is no violation of laws and regulations.
Therefore, we agree that the company will implement the second phase of employee stock ownership plan, and agree to submit the draft and summary of the stock ownership plan to the general meeting of shareholders for deliberation.
Independent directors: Li Baoshan, he Yan, Zhou Changsheng March 3, 2022
