Board of supervisors
About the company’s restricted stock incentive plan in 2022 (Draft)
Verification opinions
Windsun Science Technology Co.Ltd(688663) (hereinafter referred to as “the company”) the board of supervisors in accordance with 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”) and the measures for the administration of equity incentive of listed companies (hereinafter referred to as “the administrative measures”) The Listing Rules of Shanghai Stock Exchange’s science and Innovation Board (hereinafter referred to as the “Listing Rules”), the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China) (hereinafter referred to as “No. 175 document” or “Trial Measures”) Notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies (hereinafter referred to as “document 171”), notice on matters related to further improving the equity incentive work of listed companies controlled by central enterprises (hereinafter referred to as “document 102”) The guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (hereinafter referred to as “document 178”), the self regulatory guidelines for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information and other relevant laws, administrative regulations, normative documents and the relevant provisions of the company’s charter, The company has checked the restricted stock incentive plan (Draft) for 2022 (hereinafter referred to as “the incentive plan” and “the incentive plan (Draft)”), and the verification opinions are as follows:
(I) the company is qualified to implement the equity incentive plan.
1. The company is not prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws and regulations, including:
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(2) The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
2. The company meets the following conditions for the implementation of this incentive plan as stipulated in Article 5 of the trial measures:
(1) The corporate governance structure is standardized, the shareholders’ meeting, the board of directors and the management are well organized and their responsibilities are clear. External directors (including independent directors, the same below) account for more than half of the members of the board of directors;
(2) The remuneration and assessment committee is composed of external directors, with sound remuneration and assessment committee system, perfect rules of procedure and standardized operation;
(3) Sound internal control system and performance appraisal system, standardized basic management system, and established labor employment, salary and welfare system and performance appraisal system in line with the requirements of market economy and modern enterprise system;
(4) The development strategy is clear, the asset quality and financial status are good, and the business performance is stable; No financial violations and bad records in recent three years;
(5) Other conditions stipulated by the securities regulatory authority.
(II) the incentive objects determined in the incentive plan of the company do not have the following circumstances:
1. In accordance with the provisions of Article 8 of the management measures, the incentive object does not have any of 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.
2. In line with the provisions of Article 35 of the trial measures, the incentive objects have not been under any of the following circumstances: (1) in violation of relevant national laws and regulations and the articles of association of listed companies;
(2) During his term of office, he caused losses to the listed company due to illegal and disciplinary acts such as taking bribes, asking for bribes, embezzlement and theft, divulging the operation and technical secrets of the listed company, implementing related party transactions, damaging the interests and reputation of the listed company and having a significant negative impact on the image of the listed company.
The incentive objects proposed in this incentive plan do not include the company’s external directors, independent directors, supervisors, shareholders or actual controllers holding more than 5% of the shares alone or in total, as well as their spouses, parents and children. The incentive objects proposed in the incentive plan meet the incentive object conditions specified in the administrative measures, trial measures and listing rules, and meet the incentive object scope specified in the company’s incentive plan (Draft), and their qualification as the main body of the incentive object of the company’s incentive plan is legal and effective.
The company will publicize the names and positions of incentive objects within the company through the company’s website or other channels before the general meeting of shareholders, and the publicity period shall not be less than 10 days. The board of supervisors will disclose the audit opinions on the list of incentive objects and the explanation of their publicity five days before the shareholders’ meeting deliberates the equity incentive plan.
(III) the formulation, review process and contents of the company’s incentive plan (Draft) comply with the provisions of the company law, management measures, Document No. 175, Document No. 178, listing rules and other relevant laws, regulations and normative documents; The granting and attribution of restricted shares to each incentive object (including the number of grants, grant date, grant price, attribution conditions and other matters) did not violate the provisions of relevant laws and regulations, and did not infringe the interests of the company and all shareholders. The relevant proposals of this incentive plan need to be approved by Shandong Energy Group Co., Ltd., reported to the state owned assets supervision and Administration Commission of Shandong Provincial People’s government for the record, and submitted to the general meeting of shareholders of the company for deliberation and approval before implementation.
(IV) the company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to incentive objects.
(V) the implementation of the equity incentive plan by the company will further improve the corporate governance structure, establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm, sense of responsibility and sense of mission of the company’s core team, and effectively combine the interests of shareholders, the company and the personal interests of the core team, which is conducive to the sustainable development of the company, There is no situation that damages the interests of the company and all shareholders.
To sum up, the company’s implementation of this incentive plan complies with relevant laws and regulations and the actual situation of the company, which is conducive to establishing and improving the company’s long-term incentive mechanism, mobilizing the enthusiasm of employees and improving the company’s business performance and management level. We agree to implement this incentive plan.
Windsun Science Technology Co.Ltd(688663) board of supervisors March 7, 2022
