China United Network Communications Limited(600050)
China United Network Communications Limited(600050) independent director
Matters related to the second phase of restricted stock incentive plan of the company
Independent opinion of
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the stock listing rules of Shanghai Stock Exchange and other laws, regulations and normative documents, as well as China United Network Communications Limited(600050) (hereinafter referred to as the company), the articles of association, the detailed rules for the work of independent directors, etc, As an independent director of the company, after carefully reviewing the matters related to restricted shares at the ninth meeting of the seventh board of directors, we express our independent opinions as follows:
1、 Independent opinions on the company’s second restricted stock incentive plan (Draft) and its summary
1. The company is not prohibited to implement the restricted stock incentive plan as stipulated in the administrative measures for equity incentive of listed companies (hereinafter referred to as the administrative measures) and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
2. The basis and scope for determining the incentive object specified in the China United Network Communications Limited(600050) phase II restricted stock incentive plan (Draft) (hereinafter referred to as the incentive plan (Draft)) of the company comply with the provisions of laws, regulations and normative documents, and there is no situation that the incentive object shall not be specified in the management measures and other laws, regulations and normative documents.
3. The content, formulation and deliberation procedures of the incentive plan (Draft) comply with the company law, the securities law, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China), the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies, and the Management Office
China United Network Communications Limited(600050)
Law, guidelines for the implementation of equity incentive by listed companies controlled by central enterprises and other relevant laws, regulations and normative documents.
4. The company does not provide loans or any other forms of financial assistance for incentive objects, including providing guarantee for their loans.
5. The company’s implementation of the restricted stock incentive plan can further improve the corporate governance structure, improve the medium and long-term incentive mechanism combining incentives and constraints, effectively ensure the implementation of the new strategic plan, and fully mobilize the enthusiasm of the company’s core management talents and professionals; It is conducive to the sustainable development of the company and does not damage the legitimate rights and interests of the company and all shareholders.
To sum up, we agree with the company’s incentive plan (Draft) and its summary.
2、 Independent opinions on the scientificity and rationality of the assessment indicators set in the second phase of the company’s restricted stock incentive plan
The performance evaluation indicators under the incentive plan (Draft) include the company’s performance indicators and the individual performance indicators of the incentive object, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of each incentive object, and achieve the equal goal of incentive and restraint.
The assessment system under the incentive plan (Draft) is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a restrictive effect on Incentive objects, which can achieve the assessment purpose of the incentive plan.
To sum up, we unanimously agree with the assessment indicators set in the company’s incentive plan (Draft).
China United Network Communications Limited(600050)
Wu Xiaogen, Gu Jiadan, Gao Yunhu
Bao shuowang Tong Guohua
China United Network Communications Limited(600050) December 31, 2001
