Verification opinions of the board of supervisors on the company's restricted stock incentive plan (Draft) in 2021 and related matters
According to the company law of the people's Republic of China and the securities law of the people's Republic of China Measures for the administration of equity incentive of listed companies (Order No. 148 of China Securities Regulatory Commission), Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China) (Guo Zi FA FA FA FA FA Fa [2006] No. 175), notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies (Guo Zi FA FA FA FA FA FA Fa [2008] No. 171) According to the relevant provisions of laws, regulations and normative documents such as the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (Guo Zi Kao Fen [2020] No. 178) and the articles of association of Aerosun Corporation(600501) (hereinafter referred to as " Aerosun Corporation(600501) " or "the company" and the company), the board of supervisors of the company made comments on the company's 2021 restricted stock incentive plan (Draft) and abstract (hereinafter referred to as "incentive plan (Draft)" and "this incentive plan") and relevant matters have been verified, and the verification opinions are as follows: I The contents of the company's incentive plan (Draft) and abstract comply with the company law, the securities law, the measures for the administration of equity incentive of listed companies, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic), and the notice on matters related to further improving the equity incentive of listed companies controlled by central enterprises And other laws, regulations, normative documents and relevant provisions of the articles of association. The implementation of the incentive plan is conducive to the sustainable and healthy development of the listed company and does not damage the interests of the listed company and all shareholders.
2、 The persons listed in the list of incentive objects in the incentive plan (Draft) have the shareholding qualification specified in the company law of the people's Republic of China, the securities law of the people's Republic of China and other laws, regulations and normative documents and the articles of association.
3、 The incentive object does not have the situation that it is not allowed to be an incentive object as stipulated in Article 8 of the measures for the administration of equity incentive of listed companies:
(i) Being identified as inappropriate by the stock exchange within the last 12 months;
（2） It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
（3） Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within 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 equity incentive of listed companies according to laws and regulations;
（6） Other circumstances recognized by the CSRC.
4、 The incentive objects do not include independent directors, external directors and supervisors held by persons other than the holding company of the listed company, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the listed company and their spouses, parents and children.
5、 The incentive object does not participate in the equity incentive plan of two or more listed companies. 6、 The personnel listed in the list of incentive objects in the incentive plan (Draft) meet the incentive object conditions specified in the administrative measures for equity incentive of listed companies and other documents, and meet the incentive object conditions specified in the incentive plan (Draft), and their qualification as the incentive object of the company's incentive plan is legal and effective.
7、 The implementation of the company's incentive plan has fulfilled the necessary review procedures, the procedures are compliant, and the relevant resolutions are legal and effective, which need to be submitted to the state owned assets supervision and Administration Commission of the State Council and the general meeting of shareholders of the company for review.
8、 In conclusion, the implementation of this incentive plan by the company conforms to 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. The board of supervisors unanimously agreed to implement the incentive plan.
Aerosun Corporation(600501) board of supervisors
December 27, 2021: signature page of verification opinions of the board of supervisors
