Shenzhen Agricultural Products Group Co.Ltd(000061) independent directors' independent opinions on matters related to the company's employee stock ownership plan in 2021 are in accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines on the performance of independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines on the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association, As an independent director of the eighth board of directors of the company, we have carefully reviewed the relevant proposals on the employee stock ownership plan in 2021 at the 49th meeting of the eighth board of directors of the company. Based on our independent judgment, we express our independent opinions as follows:
1、 The content of this ESOP complies with the company law of the people's Republic of China, the securities law of the people's Republic of China According to the guidance on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the "guidance"), the guidelines on information disclosure of listed companies of Shenzhen Stock Exchange No. 4 - Employee Stock Ownership Plan (hereinafter referred to as the "disclosure guidelines No. 4") and other relevant laws and regulations, normative documents and the articles of association, the company does not exist The guiding opinions and other laws, regulations and normative documents prohibit the implementation of the employee stock ownership plan, and there is no situation that damages the interests of the company and all shareholders.
2、 The employee's opinions have been fully solicited through the employee congress of the company. The proposed participants participate in the employee stock ownership plan in accordance with the principles of legal compliance, voluntary participation and risk bearing. There is no situation of forcing employees to participate in the employee stock ownership plan by means of apportionment, forced distribution, etc.
3、 This ESOP is conducive to the establishment of a long-term incentive mechanism, stimulate the enthusiasm and creativity of the management and core backbone, promote the transformation and upgrading of the company and realize high-quality and sustainable development.
4、 The deliberation procedures of the board of directors comply with the company law, securities law, guidance, disclosure guidance No. 4 and other relevant laws, regulations and normative documents as well as the relevant provisions of the articles of association. During the deliberation of the meeting, the related directors have avoided voting, and the relevant procedures comply with the laws and regulations.
To sum up, we agree with the contents of the company's 2021 employee stock ownership plan (Draft) and its abstract and the company's 2021 employee stock ownership plan management measures, and submit the relevant proposals of the employee stock ownership plan to the company's general meeting for deliberation.
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Shenzhen Agricultural Products Group Co.Ltd(000061) independent director of the 8th board of directors
Liu Luyu, Ning Zhong, Zhang Zhiyong
Mei Yuexin, Wang Lina
December 14, 2001
