Aoshikang Technology Co.Ltd(002913)
Independent directors’ opinions on the third meeting of the third board of directors
Independent opinions on relevant matters
The third meeting of the third board of directors of Aoshikang Technology Co.Ltd(002913) (hereinafter referred to as “the company”) was held on December 31, 2021 by on-site and communication. As an independent director of the company, we attended the meeting. In accordance with the articles of association, the company’s independent director system and other relevant provisions, in a serious and responsible manner and based on independent judgment, we express the following independent opinions on the relevant matters considered at this meeting:
1、 Independent opinions on granting restricted shares and stock options to incentive objects
1. According to the authorization of the company’s fourth extraordinary general meeting in 2021, the board of directors determined that the granting date of the company’s restricted stock incentive plan and stock option incentive plan in 2021 (hereinafter referred to as “the incentive plan”) is December 31, 2021, The grant date complies with the relevant provisions on the grant date in the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the company’s restricted stock incentive plan in 2021 (Revised Draft) and stock option incentive plan in 2021 (Revised Draft).
2. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
3. All the incentive objects determined by the company to be granted have the qualifications specified in the company law, securities law and other laws and regulations, normative documents and the articles of association, meet the incentive object conditions specified in the administrative measures and the stock listing rules of Shenzhen Stock Exchange, and meet the scope of incentive objects specified in the company’s incentive plan, The subject qualification as the incentive object of the company’s incentive plan is legal and effective.
4. The list of incentive objects granted in this incentive plan is consistent with the incentive objects specified in the incentive plan approved by the fifth extraordinary general meeting of shareholders of the company in 2021.
5. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
6. The company’s implementation of this incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, enhance the company’s management team 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.
7. The decision-making procedure of the company’s board meeting to consider relevant proposals is legal and compliant.
To sum up, we agree that the grant conditions specified in the company’s incentive plan have been met, agree that the grant date of the company’s incentive plan is December 31, 2021, and agree to grant 2298124 restricted shares to 77 incentive objects who meet the grant conditions of restricted shares, with the grant price of 37.22 yuan / share, 13.031323 million stock options were granted to 75 incentive objects who met the conditions for granting stock options, and the exercise price was 74.44 yuan / share.
Independent directors: Wang Longji, Chen Shirong, Liu Huowang December 31, 2021
