Titan Wind Energy (Suzhou) Co.Ltd(002531) (Suzhou) Co., Ltd. board of directors
Notes on the compliance of the company's phase II employee stock ownership plan (Draft)
Titan Wind Energy (Suzhou) Co.Ltd(002531) (Suzhou) Co., Ltd. (hereinafter referred to as "the company") in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange and the guidance on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as "the guidance") Laws, regulations and normative documents such as 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") and relevant provisions such as the articles of association of Titan Wind Energy (Suzhou) Co.Ltd(002531) (Suzhou) Co., Ltd, Formulate the second phase employee stock ownership plan (Draft) of Titan Wind Energy (Suzhou) Co.Ltd(002531) (Suzhou) Co., Ltd. (hereinafter referred to as "Employee Stock Ownership Plan"), and now explain whether the employee stock ownership plan complies with the guiding opinions and other relevant provisions as follows:
1. The company does not prohibit the implementation of the employee stock ownership plan in the guiding opinions, standardized operation and other laws, regulations and normative documents;
2. The content of this ESOP complies with the provisions of relevant laws, regulations and normative documents such as guiding opinions and standardized operation, and the procedures are legal and effective;
3. The company's decision-making procedures for reviewing the proposals related to the employee stock ownership plan are legal and effective, and there is no situation that damages the interests of the company and all shareholders, or forces employees to participate in the employee stock ownership plan by means of apportionment, forced distribution, etc;
4. The board of supervisors of the company verified the list of the employee stock ownership plan and considered that the proposed holders of the employee stock ownership plan met the holder conditions specified in the guiding opinions, standardized operation and other relevant laws, regulations and normative documents, and met the holder range specified in the employee stock ownership plan, Its subject qualification as the holder of the company's employee stock ownership plan is legal and effective;
5. The employee stock ownership plan is conducive to the long-term sustainable development of the company and does not damage the interests of the company and all shareholders;
6. The Management Committee of the employee stock ownership plan is elected by the employees participating in the employee stock ownership plan through the holder meeting to supervise the daily management of the employee stock ownership plan and exercise shareholder rights on behalf of the holder, which is in line with the provisions of the guiding opinions.
In conclusion, the board of Directors believes that the implementation of the ESOP by the company complies with the guiding opinions, standardized operation and other relevant provisions.
Titan Wind Energy (Suzhou) Co.Ltd(002531) (Suzhou) Co., Ltd. board of directors March 3, 2022
