Prior approval and independent opinions of independent directors on relevant matters of the 45th session of the 8th board of directors of the company
Jiangsu Eastern Shenghong Co.Ltd(000301) independent director
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The guiding opinions on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the “guiding opinions”), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the “standardized operation”), the rules for independent directors of listed companies and other relevant laws and regulations Normative documents, articles of association of Jiangsu Eastern Shenghong Co.Ltd(000301) and system of Jiangsu Eastern Shenghong Co.Ltd(000301) independent directors, as independent directors of Jiangsu Eastern Shenghong Co.Ltd(000301) (hereinafter referred to as “the company”), based on the position of seeking truth from facts and independent judgment, in line with the principle of being responsible to the company and all shareholders of the company, and with a scientific and rigorous working attitude, After carefully checking the relevant proposals considered at the 45th meeting of the eighth board of directors of the company, we hereby express our prior approval and independent opinions as follows:
1、 Prior approval opinion
The company has provided our independent directors with the contents of the second phase of the company’s employee stock ownership plan in advance. We believe that the company’s second phase employee stock ownership plan (Draft), the company’s second phase employee stock ownership plan management measures and other relevant proposals comply with the provisions of the company law, the securities law, the guiding opinions and other relevant laws and regulations, normative documents and the articles of association, and comply with the principles of legal compliance, voluntary participation and risk-taking.
We agree to the second phase of the company’s employee stock ownership plan (Draft) and other relevant proposals, and agree to submit these proposals to the 45th meeting of the eighth board of directors for deliberation. The directors who intend to participate in the current phase of the employee stock ownership plan shall avoid voting on the relevant proposals.
2、 Independent opinion
(I) independent opinions on the second phase of the company’s employee stock ownership plan
1. The company is not prohibited from implementing the employee stock ownership plan as stipulated in the company law, securities law, guiding opinions and other laws, regulations and normative documents; The current meeting of the board of directors to consider the ESOP
Prior approval and independent opinions of independent directors on relevant matters of the 45th session of the 8th board of directors of the company
The assembly, convening and voting procedures comply with the company law, the articles of association and other relevant provisions. The directors who intend to participate in the second phase of the employee stock ownership plan have avoided voting on relevant proposals.
2. The content of the second phase of the company’s employee stock ownership plan complies with the relevant laws and regulations, normative documents and the articles of association, such as the company law, the securities law, the guiding opinions, the standardized operation, and there is no damage to the interests of the company and all shareholders.
3. The participants of the second phase of the company’s employee stock ownership plan are voluntary and at their own risk, which is in line with relevant laws and regulations. The employee stock ownership plan has solicited the opinions of employees through the employee congress and other organizations, and there is no case of forcing employees to participate in the employee stock ownership plan by means of apportionment, forced distribution and so on.
4. The company implements the current employee stock ownership plan and establishes the benefit sharing mechanism between employees and shareholders, which is conducive to improving the level of corporate governance, fully mobilizing the enthusiasm of employees, improving the cohesion of employees and the competitiveness of the company, and promoting the sustainable and healthy development of the company.
We agree that the company will implement the second phase of employee stock ownership plan, and agree to submit the draft and summary of the stock ownership plan to the general meeting of shareholders for deliberation.
(II) independent opinions on the management measures of the company’s phase II employee stock ownership plan
The management measures of the company’s phase II employee stock ownership plan comply with the basic provisions of relevant laws and regulations and the articles of association, which is conducive to ensuring the smooth implementation of the company’s employee stock ownership plan, ensuring the standardized operation of the employee stock ownership plan and conducive to the sustainable development of the company.
We agree to submit the management measures of the employee stock ownership plan to the general meeting of shareholders of the company for deliberation.
Independent directors: Zhang Xiangjian, Zhang songxun, Yuan Jianxin March 12, 2022
