Securities code: J.S.Corrugating Machinery Co.Ltd(000821) securities abbreviation: J.S.Corrugating Machinery Co.Ltd(000821)
J.S.Corrugating Machinery Co.Ltd(000821) independent director
The independent opinions on the relevant matters of the 13th meeting of the 10th board of directors are in accordance with the rules for independent directors of listed companies, the rules for the listing of shares of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the relevant provisions of the articles of association, As an independent director of J.S.Corrugating Machinery Co.Ltd(000821) (hereinafter referred to as “the company” or ” J.S.Corrugating Machinery Co.Ltd(000821) “), we express the following independent opinions on relevant matters of the 13th meeting of the 10th board of directors of the company:
1、 Independent opinions on changing the purpose of repurchased shares
After review, we believe that:
The company plans to change the purpose of the repurchased shares, (1) use the shares for employee stock ownership plan or equity incentive; (2) Shares are used to convert corporate bonds issued by listed companies that can be converted into shares. The amount of shares repurchased by the company for employee stock ownership plan or equity incentive is RMB 60-120 million, and the amount of shares used to convert convertible corporate bonds issued by listed companies is RMB 90-180 million “is changed to” all shares repurchased this time will be used for the company’s Employee Stock Ownership Plan “.
Except for the modification of this item, other contents in the repurchase plan will not be changed. This change in the purpose of share repurchase is made in accordance with relevant laws and regulations and in combination with the actual situation and development strategy of the company. It aims to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, improve the enthusiasm and creativity of managers and core backbone personnel, and form a community of interests for managers, core backbone personnel and shareholders, Improve the core competitiveness of the company.
In conclusion, we agree to change the purpose of share repurchase.
2、 Independent opinions on matters related to the company’s third phase employee stock ownership plan
After review, we believe that:
1. The contents of J.S.Corrugating Machinery Co.Ltd(000821) phase III employee stock ownership plan (Draft) and its abstract comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies, the guiding opinions on the pilot implementation of employee stock ownership by listed companies, the stock listing rules of Shenzhen Stock Exchange The provisions of relevant laws, regulations and normative documents such as Shenzhen Stock Exchange Guidelines for self-discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board do not harm the interests of listed companies and the legitimate rights and interests of minority shareholders;
2. Before the launch of the third phase of the employee stock ownership plan (hereinafter referred to as the “Employee Stock Ownership Plan”), the company held an employee representative meeting to solicit the opinions of the company’s employees on matters related to the employee stock ownership plan, and obtained the consent of the employee representative meeting. The procedures and decisions related to the proposal of the employee stock ownership plan are legal and effective, and the employees are responsible for the legal compliance, voluntary participation In principle, employees should participate at their own risk, and there is no situation in which employees are forced to participate in the ESOP by means of apportionment, forced distribution, etc;
3. When the board of directors of the company deliberated the ESOP, the directors associated with the ESOP abstained from voting, and the non associated directors deliberated and voted. The deliberation and decision-making procedures of the board of directors were legal and compliant.
In conclusion, we agree that the company will implement the employee stock ownership plan and submit the relevant proposals of the employee stock ownership plan to the first extraordinary general meeting of shareholders in 2022 for deliberation.
3、 Independent opinions on the forecast of external guarantee amount in 2022
After review, we believe that the expected matters of the company’s external guarantee amount in 2022 are conducive to meeting the needs of the company’s operation and development. The guarantee objects of the company are all subsidiaries of the company. The guarantee matters will be conducive to meeting the needs of the company’s operation and development. The company has the ability to control its operation and management risks during the financing and guarantee period, It will not adversely affect the normal operation and business development of the company, and will not damage the interests of the company and shareholders, especially the interests of minority shareholders. The voting procedure is legal and effective. Therefore, we unanimously agree on the above predicted external guarantee amount and agree to submit it to the first extraordinary general meeting of shareholders in 2022 for deliberation. Independent director: Li Dejun, Xie Huobao, Liu Linqing
March 3, 2002
