Chongqing Qin’An M&E Plc(603758)
Review opinions on relevant matters at the 11th meeting of the 4th board of supervisors
As the supervisor of Chongqing Qin’An M&E Plc(603758) (hereinafter referred to as “the company”), in accordance with the rules of procedure of the board of supervisors, the measures for the administration of equity incentive of listed companies (hereinafter referred to as “the measures”) and the articles of association, we have reviewed the relevant matters of the 11th meeting of the Fourth Board of supervisors and issued the following audit opinions:
1、 The company’s 2022 stock option incentive plan (Draft) and its abstract
After review, we believe that:
1. The company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures and other laws, regulations and normative documents. The company has the subject qualification to implement the equity incentive plan.
2. The incentive objects of the company’s 2022 stock option incentive plan have the qualifications specified in the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the administrative measures, the articles of association and other laws, regulations and normative documents. The determined incentive objects are the core personnel of the company (excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children).
The incentive object does not have the following circumstances:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law
(5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
The listed personnel meet the conditions of incentive objects specified in the management measures and the scope of incentive objects specified in the company’s 2022 stock option incentive plan. Their subject qualification as incentive objects of the company’s stock option incentive plan is legal and effective.
3. The contents of the company’s 2022 stock option incentive plan (Draft) comply with the provisions of the company law, securities law, administrative measures and other relevant laws, regulations and normative documents; The granting and exercise arrangements of stock options to incentive objects (including validity period, grant amount, grant date, lock up period, exercisable date, exercise price and determination method of exercise price) do not violate the provisions of relevant laws, regulations and normative documents, and do not infringe the interests of the company and all shareholders.
4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
5. The company’s implementation of equity incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, enhance the core personnel’s sense of responsibility and mission for the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
To sum up, we agree that the company will implement this equity incentive plan.
2、 Management measures for the implementation and assessment of the company’s 2022 stock option incentive plan
After review, we believe that:
The management measures for the implementation and assessment of the company’s 2022 stock option incentive plan complies with the provisions of relevant laws and regulations and the actual situation of the company, which can ensure the smooth implementation of the company’s 2022 stock option incentive plan, establish a benefit sharing and restraint mechanism between shareholders and core personnel of the company, and will not damage the interests of the company and all shareholders.
3、 Proposal on the list of incentive objects of the company’s 2022 stock option incentive plan
After review, we believe that:
The persons listed in the list of incentive objects of the company’s stock option incentive plan have the qualifications specified in the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws, regulations and normative documents and the articles of association, and there is no possibility of being rejected by the stock exchange Circumstances where the CSRC and its dispatched offices determine that they are inappropriate candidates; There are no cases in which the CSRC and its dispatched offices have imposed administrative penalties or taken market entry prohibition measures for major violations of laws and regulations in the last 12 months; There is no circumstance that the company is not allowed to serve as a director or senior manager of the company as stipulated in the company law; There is no case that it is not allowed to participate in the equity incentive of listed companies according to laws and regulations. It meets the conditions of incentive objects specified in the administrative measures and the scope of incentive objects specified in the company’s 2022 stock option incentive plan (Draft) and its abstract. Its subject qualification as the incentive object of the company’s stock option incentive plan is legal and effective.
This is my opinion.
Chongqing Qin’An M&E Plc(603758) supervisors: Liu Jiaji, Zhang Maoliang, Jing Shuang March 4, 2022
