Nanjing Shenghang Shipping Co.Ltd(001205) independent director
About the 13th meeting of the third board of directors
Independent opinions on relevant proposals
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the guidance on establishing an independent director system in listed companies issued by the CSRC We, as Nanjing Shenghang Shipping Co.Ltd(001205) (hereinafter referred to as the “company”), the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association of Nanjing Shenghang Shipping Co.Ltd(001205) (hereinafter referred to as the “articles of association”) and other relevant laws, administrative regulations and normative documents ）The independent directors reviewed the relevant proposals submitted to the board of directors for deliberation. After careful review of relevant documents, the independent opinions are as follows:
1、 About
< Nanjing Shenghang Shipping Co.Ltd(001205) 2021 年限制性股票激励计划（草案）>
And its abstract
After verification, we believe that:
1、 The drafting and deliberation process of Nanjing Shenghang Shipping Co.Ltd(001205) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)” and “this incentive plan”) and its summary comply with the administrative measures for equity incentive of listed companies (hereinafter referred to as “administrative measures”) ）And other relevant laws, regulations, rules and normative documents, the related directors withdrew from voting.
2. The company is not prohibited to implement the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
3. The incentive objects of this incentive plan meet the qualification conditions specified in the company law, securities law, management measures and other laws, regulations and normative documents as well as the articles of association. The incentive objects are not allowed to be incentive objects as stipulated in Articles 8 and 38 of the administrative measures and the incentive plan (Draft). The incentive objects of this incentive plan meet the scope of incentive objects specified in the incentive plan (Draft), and their subject qualification as incentive objects of restricted shares of the company is legal and effective.
4. The contents of the company’s incentive plan (Draft) and its summary comply with the provisions of the company law, the securities law, the administrative measures and other relevant laws, regulations and normative documents; the granting and lifting of restricted shares to incentive objects do not violate the provisions of relevant laws, regulations and normative documents, and do not damage the interests of the company and all shareholders.
5. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
6. The company’s implementation of this incentive plan is conducive to further improve the company’s incentive mechanism, enhance the company’s management team and core employees’ sense of responsibility and mission for realizing 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 incentive plan and agree to
< Nanjing Shenghang Shipping Co.Ltd(001205) 2021 年限制性股票激励计划（草案）>
And its abstract shall be submitted to the general meeting of shareholders of the company for deliberation.
2、 About
< Nanjing Shenghang Shipping Co.Ltd(001205) 2021 年限制性股票激励计划实施考核管理办法>
Independent opinion on the motion
After verification, we believe that:
1. The establishment of the assessment indicators of the company’s restricted stock incentive plan in 2021 complies with the provisions of the company law, the securities law, the administrative measures, the articles of association and other laws, regulations and normative documents.
2. The assessment indicators of the company’s incentive plan are divided into company level performance assessment and individual level performance assessment. The company level assessment indicators of the incentive plan comprehensively consider the company’s current situation, future strategic planning and industry development, as well as the realization possibility and incentive effect on the company’s employees. The indicator setting is reasonable and scientific. In addition to the performance appraisal at the company level, the company has also set up a performance appraisal system for individuals, which can make a more comprehensive and accurate comprehensive evaluation of the work performance of incentive objects. The company will determine whether the individual incentive object meets the conditions for lifting the sales restriction according to the performance evaluation results of the incentive object in the previous year.
3. The drafting and deliberation process of relevant proposals complied with the provisions of the management measures and other relevant laws, regulations, rules and normative documents, and the related directors avoided voting.
In conclusion, we believe that the assessment system of the company’s incentive plan is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, has a restrictive effect on Incentive objects, can achieve the assessment purpose of the incentive plan, is conducive to the sustainable development of the company, and does not damage the interests of the company and all shareholders. Therefore, we unanimously agree to the assessment indicators set in this incentive plan and agree to
< Nanjing Shenghang Shipping Co.Ltd(001205) 2021 年限制性股票激励计划实施考核管理办法>
The proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(no text below)
(there is no text below, which is the signature page of Nanjing Shenghang Shipping Co.Ltd(001205) independent directors’ independent opinions on matters related to the 13th meeting of the third board of directors) signature of independent directors:
Zhou Youmei, Wang Xuefeng
Liu Rong
December 15, 2021
