Bece Legend Group Co.Ltd(000803) independent director
Independent opinions on relevant matters of the 50th meeting of the 10th board of directors
In accordance with the relevant provisions of the guiding opinions on the establishment of independent director system in listed companies, the guidelines for self regulatory supervision of listed companies No. 1 – standardized operation of listed companies on the main board and the Bece Legend Group Co.Ltd(000803) articles of Association (hereinafter referred to as the “articles of association”), as independent directors of Bece Legend Group Co.Ltd(000803) (hereinafter referred to as the “company”), based on the independent, prudent and objective position, Carefully reviewed the relevant proposals in the 50th meeting of the 10th board of directors of the company and issued independent opinions as follows:
1、 Special instructions and independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee
In accordance with the provisions and requirements of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56) and the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120), etc, During the reporting period (from January 1, 2021 to December 31, 2021), we carefully checked the funds occupied by the controlling shareholders and other related parties of the company and the external guarantee of the company, and made the following independent opinions:
1. During the reporting period, there was no non operational occupation of the company’s funds by controlling shareholders and other related parties, nor was there any illegal occupation in previous years that lasted until the end of the reporting period.
2. During the reporting period, all the guarantees provided by the company are those provided to the units in the consolidated statements, and there is no overdue guarantee.
To sum up, we believe that during the reporting period, the company can strictly abide by the relevant provisions of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (Zheng Jian Fa [2003] No. 56), the notice on regulating the external guarantee behavior of listed companies (Zheng Jian Fa [2005] No. 120) and the articles of association, The guarantee occurred during the reporting period has fulfilled the relevant approval procedures in accordance with the relevant provisions, there is no violation of the guarantee, and there is no damage to the interests of the company and shareholders.
2、 Independent opinions on the company’s profit distribution and capital reserve converted into share capital plan in 2021 the company’s profit distribution and capital reserve converted into share capital plan in 2021 take into account the company’s operation and development and other factors, accord with the actual situation of the company, take into account the sustainable development of the company, and comply with relevant laws, regulations and the articles of association, There is no situation that damages the interests of the company’s shareholders, especially the minority shareholders. We agree to the 2021 profit distribution and capital reserve conversion plan proposed by the board of directors, and submit the above proposal to the general meeting of shareholders for deliberation.
3、 Independent opinions on the special report on the deposit and use of raised funds in 2021
After verification, we believe that the preparation of the special report on the deposit and use of raised funds in 2021 complies with the provisions of relevant laws and regulations, and objectively and truly reflects the deposit and use of raised funds in 2021; The deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, and there are no violations in the management and use of raised funds.
4、 Independent opinion on self evaluation report on internal control in 2021
According to the provisions of the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 21 – General Provisions on the annual internal control evaluation report and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, after verification, we believe that the company has established a relatively perfect internal control system and can be effectively implemented. The self-evaluation report of the company’s internal control truly and objectively reflects the construction and operation of the company’s internal control system.
5、 Independent opinions on changing the purpose of part of the raised funds of the raised investment projects, the implementation subject and the proposal on using the raised funds for foreign investment
After verification, we believe that the purpose, implementation subject and use of the raised funds of the raised investment project are changed, Comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and so on. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, we unanimously agree that the company will change the purpose of part of the raised funds, the implementation subject and the use of the raised funds for foreign investment.
6、 Independent opinions on the proposal to adjust the list and number of incentive objects granted for the first time in the second phase of restricted stock incentive plan
The company has fulfilled the necessary deliberation procedures for the adjustment of the list of incentive objects and the number of grants of the second phase of restricted stock incentive plan (hereinafter referred to as the “incentive plan”), which is in line with the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the provisions on adjustment matters in the incentive plan. This adjustment is within the scope of authorization given to the board of directors by the company’s first extraordinary general meeting in 2022. The adjustment procedure is legal and compliant, and there is no damage to the interests of the company and all shareholders. Therefore, we agree to adjust the list of incentive objects and the number of grants of the company’s phase II restricted stock incentive plan.
7、 Independent opinions on the proposal of granting restricted shares to the incentive objects of the second phase of restricted stock incentive plan for the first time
After verification, we believe that:
1. According to the authorization of the company’s first extraordinary general meeting in 2022, the board of directors of the company determined that the first grant date of the incentive plan is March 4, 2022, which complies with the administrative measures and other laws and regulations and the relevant provisions on the grant date in the incentive plan, and the review procedure is legal and effective.
2. The incentive objects granted with restricted shares by the company this time meet the incentive object conditions specified in the management measures, meet the incentive object scope specified in the incentive plan, and the subject qualification of the incentive object is legal and effective; The company is not prohibited to implement the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents. The company has the subject qualification to implement the equity incentive plan.
3. Neither the company nor the incentive object is prohibited from granting restricted shares; The company has no plans or arrangements to provide loans, loan guarantees or other financial assistance to incentive objects. The granting conditions stipulated in the incentive plan of the company have been fulfilled.
4. The company’s implementation of this incentive plan is conducive to further improve the company’s corporate governance structure, establish and improve the company’s long-term incentive mechanism, effectively combine the interests of shareholders, the interests of the company and the personal interests of the core team, and will not damage the interests of the company and all shareholders.
In conclusion, we agree that the first grant date of the company’s incentive plan is March 4, 2022, and 9 million restricted shares will be granted to 131 eligible incentive objects for the first time.
Signature of independent director: Pang min, Li Heng March 4, 2022
