Lingyi Itech (Guangdong) Company(002600)
About the 15th meeting of the 5th board of directors of the company
Independent opinions on relevant matters
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the guidelines for the performance of duties of independent directors of listed companies and other relevant laws and regulations, as well as the relevant provisions of the articles of association, As an independent director of Lingyi Itech (Guangdong) Company(002600) (hereinafter referred to as “the company”), based on the principle of independent judgment, we carefully reviewed the relevant matters considered at the 15th meeting of the Fifth Board of directors of the company, and expressed the following independent opinions:
1、 Independent opinions on changing some investment projects with raised funds
After verification, we believe that the change of some investment projects with raised funds is a prudent decision made by comprehensively considering the actual situation, which is conducive to the overall development of the company. After being deliberated and approved by the board of directors, this change still needs to be submitted to the general meeting of shareholders of the company for deliberation. The decision-making procedures are legal and compliant, there is no damage to the interests of the company and minority shareholders, and it complies with relevant provisions such as the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, And unanimously agreed to the proposal. 2、 Independent opinions on the cancellation of some stock options in the 2018 stock option and restricted stock incentive plan and the repurchase and cancellation of some restricted shares
After verification, we believe that: in view of the fact that some incentive objects of the company’s 2018 stock option and restricted stock incentive plan have resigned from the company The individual performance appraisal results in 2020 are C (to be improved) and D (failed). According to the Lingyi Itech (Guangdong) Company(002600) 2018 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)” ）The board of directors of the company agreed to cancel 1637740 stock options granted but not exercised to 59 incentive objects for the first time, 636365 stock options granted but not exercised to 40 reserved incentive objects for the first time, and agreed to repurchase and cancel 1426211 restricted shares granted but not lifted the restrictions on sales to 45 incentive objects for the first time 868050 restricted shares granted to 26 reserved incentive objects but not yet lifted.
The cancellation of some stock options and the repurchase and cancellation of some restricted shares of the company this time comply with the administrative measures for equity incentive of listed companies and other laws, regulations Normative documents and the company’s incentive plan (Draft) And its abstract, and the reasons, quantity and price for cancellation of stock options and repurchase and cancellation of restricted shares are legal and effective. The above matters will not affect the continuous implementation of the company’s 2018 stock option and restricted stock incentive plan, have a significant impact on the company’s operating performance, and will not affect the diligence of the company’s management team. The company has fulfilled the necessary procedures, agreed to cancel some stock options and repurchase and cancel restricted shares, and submitted them to the general meeting of shareholders for deliberation.
3、 Independent opinions on cancellation of some stock options in 2020 stock option and restricted stock incentive plan and repurchase and cancellation of some restricted shares
After verification, we believe that: in view of the fact that some incentive objects granted stock options under the 2020 stock option and restricted stock incentive plan of the company have resigned from the company, According to the Lingyi Itech (Guangdong) Company(002600) 2020 stock option and restricted stock incentive plan (Revised Draft) (hereinafter referred to as “incentive plan (Revised Draft)” ）The board of directors of the company agreed to cancel 4305000 stock options granted to 61 incentive objects for the first time but not yet exercised, and agreed to repurchase and cancel 1691000 restricted shares granted to 55 incentive objects for the first time but not yet lifted the restrictions.
The cancellation of some stock options and the repurchase and cancellation of some restricted shares of the company this time comply with the administrative measures for equity incentive of listed companies and other laws, regulations Normative documents and the company’s incentive plan (Revised Draft) And its abstract, and the reasons, quantity and price for cancellation of stock options and repurchase and cancellation of restricted shares are legal and effective. The above matters will not affect the continuous implementation of the company’s 2020 stock option and restricted stock incentive plan, have a significant impact on the company’s operating performance, and will not affect the diligence of the company’s management team. The company has fulfilled the necessary procedures, agreed to cancel some stock options and repurchase and cancel restricted shares, and submitted them to the general meeting of shareholders for deliberation.
Independent directors: Liu Jiancheng, Li Dongfang, Yu Peng
December 27, 2021
