Chongqing Qin'An M&E Plc(603758) : independent opinions of Chongqing Qin'An M&E Plc(603758) independent directors on matters related to the 13th meeting of the 4th board of directors

Chongqing Qin'An M&E Plc(603758) independent director

Independent opinions on matters related to the 13th meeting of the 4th board of directors

In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shanghai Stock Exchange, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures"), the articles of association of Chongqing Qin'An M&E Plc(603758) (hereinafter referred to as the "company"), the working system of independent directors and other relevant provisions of the CSRC, Based on the objective and prudent attitude of the 13th session of the board of directors of the company, we express the following opinions on the relevant matters of the 13th session of the board of directors:

1、 Independent opinions on matters related to 2022 stock option incentive plan

1. The company is not prohibited to implement the equity incentive plan according to laws and regulations, and the company has the subject qualification to implement the equity incentive plan.

2. The incentive objects determined by the company's stock option incentive plan are the core personnel of the company, which comply with the provisions of the company law and other relevant laws and regulations and the articles of association on job qualifications, and meet the actual needs of the company's business development. The incentive object is not prohibited from being granted stock options as stipulated in the administrative measures and other relevant laws and regulations, and the subject qualification of the incentive object is legal and effective.

3. The formulation, review procedures and contents of the incentive plan comply with laws and regulations; The granting of stock options does not comply with the provisions of laws and regulations, and the interests of the granted shareholders are damaged.

4. The company has formulated corresponding assessment methods for this stock option incentive plan, and established a perfect performance evaluation system and incentive and restraint mechanism to ensure the effective implementation of the incentive plan and promote the realization of the company's strategic objectives. The assessment system of this stock option incentive plan is comprehensive, comprehensive and operable. The setting of assessment indicators is scientific and reasonable. At the same time, it has a restrictive effect on the incentive objects, which can achieve the assessment purpose of this stock option incentive plan.

5. The company does not have arrangements to provide loans, loan guarantees or any other form of financial assistance for incentive objects.

We believe that this stock option incentive plan of the company will further improve the corporate governance structure and is conducive to the sustainable development of the company. We unanimously agree that the company will implement this stock option incentive plan.

This is my opinion.

Chongqing Qin'An M&E Plc(603758) independent directors: Sun Shaoli, Meng fanchen, Zhang Yongji March 4, 2022

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