Midea Group Co.Ltd(000333) independent director
Independent opinions on matters related to the third meeting of the Fourth Board of directors
Midea Group Co.Ltd(000333) (hereinafter referred to as "the company" or " Midea Group Co.Ltd(000333) ") held the third meeting of the Fourth Board of directors on December 24, 2021. As an independent director of the company, in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and the measures for the administration of equity incentives of listed companies (hereinafter referred to as "the administrative measures") The guiding opinions on the establishment of independent director system in listed companies and other laws, regulations, normative documents and relevant provisions of the articles of association, express independent opinions on relevant matters as follows: 1 Independent opinions on the repurchase and cancellation of some incentive shares of the restricted stock incentive plan in 2018. The repurchase and cancellation of some restricted shares this time complies with the administrative measures and relevant laws, regulations and normative provisions, Comply with the provisions of the company's 2018 restricted stock incentive plan (Draft) and the articles of association, and will not affect the company's 2018 restricted stock incentive plan (Draft) The implementation of the will not have a significant impact on the company's operating performance and operating results, and there is no damage to the rights and interests of the listed company and all shareholders, especially minority shareholders. So, We agree to the company's implementation of the 2018 restricted stock incentive plan (Draft) Repurchase and cancel 386250 restricted shares granted to 13 incentive objects due to resignation and job adjustment, which have not yet been lifted. 2、 Independent opinions on the repurchase and cancellation of some incentive shares in the 2019 restricted stock incentive plan. The repurchase and cancellation of some restricted shares this time complies with the administrative measures and relevant laws, regulations and normative provisions, Comply with the provisions of the company's 2019 restricted stock incentive plan (Draft) and the articles of association, and will not affect the company's 2019 restricted stock incentive plan (Draft) The implementation of the will not have a significant impact on the company's operating performance and operating results, and there is no damage to the rights and interests of the listed company and all shareholders, especially minority shareholders. So, We agree that the company will buy back and cancel due to resignation, job adjustment and violation of the "company red line" according to the 2019 restricted stock incentive plan (Draft) The total number of restricted shares granted to the 18 incentive objects but not yet lifted for other reasons is 771042. 3、 Independent opinions on the repurchase and cancellation of some incentive shares in the 2020 restricted stock incentive plan. The repurchase and cancellation of some restricted shares this time complies with the administrative measures and relevant laws, regulations and normative provisions, Comply with the provisions of the company's 2019 restricted stock incentive plan (Draft) and the articles of association, and will not affect the company's 2019 restricted stock incentive plan (Draft) The implementation of the will not have a significant impact on the company's operating performance and operating results, and there is no damage to the rights and interests of the listed company and all shareholders, especially minority shareholders. So, We agree that the company will buy back and cancel due to resignation, job adjustment and violation of the "company red line" according to the 2019 restricted stock incentive plan (Draft) The total number of restricted shares granted to the 30 incentive objects but not lifted for other reasons is 1314501. 4、 Independent opinions on the repurchase and cancellation of some incentive shares of the restricted stock incentive plan in 2021. The repurchase and cancellation of some restricted shares this time complies with the administrative measures and relevant laws, regulations and normative provisions, Comply with the provisions of the company's 2021 restricted stock incentive plan (Draft) and the articles of association, and will not affect the company's 2021 restricted stock incentive plan (Draft) The implementation of the will not have a significant impact on the company's operating performance and operating results, and there is no damage to the rights and interests of the listed company and all shareholders, especially minority shareholders. Therefore, we agree that the company will repurchase and cancel 290000 restricted shares granted to 7 incentive objects due to resignation, job adjustment and violation of the "company red line" in accordance with the restricted stock incentive plan (Draft) for 2021. V. independent opinions on the proposed issuance of overseas bonds by overseas wholly-owned subsidiaries and the guarantee provided by the company
The issuance of overseas bonds can broaden the company's financing channels and meet the company's business development needs. It is a normal business activity, conducive to the company's green strategic development and in line with the company's green strategic development needs. The company issues overseas bonds with its wholly-owned subsidiary as the main body, and the company provides cross-border guarantee for the issuance of overseas bonds. The relevant deliberation and decision-making procedures are legal and compliant.
In conclusion, we agree that the wholly-owned subsidiary of the company issues overseas bonds and the company provides guarantee, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
Midea Group Co.Ltd(000333) independent director: Xue Yunkui, Guan Qingyou, Han Jian
