Unisplendour Corporation Limited(000938)
Notice of independent directors on extension and change of employee stock ownership plan
separate opinion
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and Unisplendour Corporation Limited(000938) articles of association, we, as independent directors of Unisplendour Corporation Limited(000938) (hereinafter referred to as "the company"), are responsible to the company and all shareholders, In accordance with the principle of seeking truth from facts, the following matters have been carefully checked and necessary inquiries have been made, and the proposal discussed at the 8th meeting of the 8th board of directors of the company has been deliberated, and the independent opinions are as follows: 1. Independent opinions on the extension and change of the duration of Unisplendour Corporation Limited(000938) first phase No. 1 employee stock ownership plan
The extension of the duration of Unisplendour Corporation Limited(000938) first phase No. 1 ESOP, the change of asset manager, the revision of Unisplendour Corporation Limited(000938) first phase No. 1 ESOP (Draft) (non-public subscription), and the formulation of Unisplendour Corporation Limited(000938) first phase No. 1 ESOP management measures are in line with the actual situation of the ESOP and the company law of the people's Republic of China The provisions of the securities law of the people's Republic of China, the guiding opinions on the pilot implementation of ESOP by listed companies and other relevant laws, regulations and normative documents; The decision-making procedures of the board of directors on the above matters comply with the provisions of relevant laws, regulations and the articles of association. There is no damage to the rights and interests of the company and minority shareholders, which is in line with the interests of the company and all shareholders. Therefore, we unanimously agree to extend the duration of Unisplendour Corporation Limited(000938) phase I No. 1 employee stock ownership plan, change the asset manager, revise Unisplendour Corporation Limited(000938) phase I No. 1 Employee Stock Ownership Plan (Draft) (non-public Development Bank subscription), and formulate measures for the administration of Unisplendour Corporation Limited(000938) phase I No. 1 employee stock ownership plan. 2. Independent opinions on the extension and change of Unisplendour Corporation Limited(000938) first phase No. 2 ESOP
The extension of the duration of the Unisplendour Corporation Limited(000938) first phase No. 2 ESOP, the change of asset manager, the revision of the Unisplendour Corporation Limited(000938) first phase No. 2 ESOP (Draft) (non-public subscription) and the formulation of the measures for the administration of Unisplendour Corporation Limited(000938) first phase No. 2 ESOP are in line with the actual situation of the ESOP and the company law of the people's Republic of China The provisions of the securities law of the people's Republic of China, the guiding opinions on the pilot implementation of ESOP by listed companies and other relevant laws, regulations and normative documents; The decision-making procedures of the board of directors on the above matters comply with the provisions of relevant laws, regulations and the articles of association. The related directors have avoided voting, and there is no damage to the rights and interests of the company and minority shareholders, which is in line with the interests of the company and all shareholders. Therefore, we unanimously agree to extend the duration of the Unisplendour Corporation Limited(000938) first phase No. 2 ESOP, change the asset manager, revise the Unisplendour Corporation Limited(000938) first phase No. 2 ESOP (Draft) (non-public Development Bank subscription), and formulate the measures for the administration of Unisplendour Corporation Limited(000938) first phase No. 2 ESOP.
Independent director: Wang Xinxin, Xu Jingchang, Zhou Shaopeng
March 3, 2022
