Yunnan Energy New Material Co.Ltd(002812)
Independent opinions of independent directors on matters related to the 43rd meeting of the Fourth Board of directors of the company
In accordance with the relevant provisions of the rules for independent directors of listed companies, the guidelines for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange, the Yunnan Energy New Material Co.Ltd(002812) articles of Association (hereinafter referred to as the “articles of association”) and the independent director system of the China Securities Regulatory Commission, we are the independent directors of Yunnan Energy New Material Co.Ltd(002812) (hereinafter referred to as the “company”), On the basis of carefully reading the relevant materials provided to us by the board of directors of the company and based on an objective and independent position, we express the following independent opinions on the relevant proposals considered at the 43rd meeting of the Fourth Board of directors of the company:
1、 Independent opinions on adjusting the list of stock option incentive objects and the number of granted rights and interests of the stock option and restricted stock incentive plan in 2022
The company’s adjustment of the list of stock option incentive objects and the number of granted rights and interests of the 2022 stock option and restricted stock incentive plan complies with the relevant provisions on the adjustment of equity incentive plan in the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies and other laws, regulations and normative documents, The necessary procedures have been performed, and the procedures have been adjusted to comply with laws and regulations. There is no situation that damages the interests of the company and all shareholders. The adjusted incentive object is not prohibited from being granted stock options, and the subject qualification of the incentive object is legal and effective. Therefore, we unanimously agree that the company will adjust the list of stock option incentive objects and the number of granted rights and interests of the stock option and restricted stock incentive plan in 2022.
2、 Independent opinions on granting stock options to incentive objects of 2022 stock option and restricted stock incentive plan
According to the authorization of the company’s second extraordinary general meeting of shareholders in 2022, the board of directors determined that the grant date of stock options of 2022 stock option and restricted stock incentive plan is March 7, 2022, The grant date complies with the relevant provisions on the grant date in the administrative measures for equity incentive of listed companies and the company’s 2022 stock option and restricted stock incentive plan (hereinafter referred to as the “incentive plan”).
The incentive objects to be granted stock options this time meet the qualifications and conditions as incentive objects stipulated in the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies and other laws and regulations, as well as the articles of association, There is no prohibition of granting stock options stipulated in the measures for the administration of equity incentive of listed companies. The incentive objects meet the scope of incentive objects stipulated in the incentive plan, and the subject qualification of incentive objects is legal and effective.
Neither the company nor the incentive object is allowed to grant stock options, and the conditions for granting stock options specified in the incentive plan of the company have been met. The company has no plans or arrangements to provide loans, loan guarantees or any other form of financial assistance to incentive objects.
When the board of directors deliberated the matters related to this grant, the deliberation procedures and voting procedures were in line with the provisions of relevant laws, regulations, normative documents and the articles of association. The company’s implementation of this equity incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, enhance the company’s senior managers, middle-level managers and core technology and business backbone’s sense of responsibility and mission for the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
To sum up, we agree that the grant date of stock options of the company’s 2022 stock option and restricted stock incentive plan is March 7, 2022, and 1585437 stock options are granted to 877 incentive objects. Independent director: Lu Jiankai, Tang Changjiang, Zheng Haiying
March 7, 2022
