Appotronics Corporation Limited(688007) independent director
Independent opinions on matters related to the eighth meeting of the second board of directors
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 measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules”) As independent directors of Appotronics Corporation Limited(688007) company (hereinafter referred to as “the articles of association”), we, as independent directors of Appotronics Corporation Limited(688007) (hereinafter referred to as “the company”), express the following independent opinions on relevant matters considered at the eighth meeting of the second board of directors of the company:
1、 Independent opinions on the proposal on electing Mr. Yu Zhuoping as a non independent director of the company
Through careful examination of the personal resume, educational background and work experience of Mr. Yu Zhuoping, a candidate for non independent directors of the company, the independent directors of the company believe that Mr. Yu Zhuoping meets the provisions of the company law and other relevant laws and regulations and the articles of association on the qualification of directors, and there is no situation that Mr. Yu Zhuoping is unable to serve as a director of the company according to the provisions of the company law, Nor was it found that it was determined by the CSRC as a prohibited person from entering the market.
The nomination and deliberation procedures of candidates for non independent directors of the company comply with relevant laws and regulations and the relevant provisions of the articles of association, and there is no harm to the interests of shareholders. Therefore, we unanimously agree to nominate Mr. Yu Zhuoping as a candidate for non independent director of the second board of directors of the company, and agree to submit the proposal to the general meeting of shareholders for deliberation.
2、 Independent opinions on the proposal on the prediction of comprehensive credit line and guarantee line of the company and its subsidiaries in 2022
The prediction of the comprehensive credit line and guarantee line of the company and its subsidiaries is to meet the capital needs of operation and development, in line with the actual operation situation and overall development strategy of the company. The guarantee object is the subsidiary within the consolidation scope of the company, which can effectively control and prevent the guarantee risk. The decision-making and approval procedures comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we agree to the prediction of the comprehensive credit line and guarantee line of the company and its subsidiaries, and submit the proposal to the general meeting of shareholders for deliberation.
3、 Independent opinions on the proposal on adjusting the grant price of restricted shares under the restricted stock incentive plan in 2021
The adjustment of the company’s restricted stock grant price complies with the provisions on the adjustment method of the grant price in the administrative measures for equity incentive of listed companies and the company’s restricted stock incentive plan (Draft) in 2021. The adjustment is within the scope of the matters authorized by the board of directors by the company’s second extraordinary general meeting in 2021, and the necessary approval procedures have been performed, The price adjustment of this grant is legal and effective. The voting procedures comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws and regulations, as well as the relevant provisions of the articles of association. We agree that the company will adjust the restricted stock grant price of the restricted stock incentive plan in 2021.
4、 Independent opinions on the proposal on granting reserved restricted shares to the incentive objects of the restricted stock incentive plan in 2021
According to the authorization of the company’s second extraordinary general meeting of shareholders in 2021, the board of directors determined that March 11, 2022 is the reserved grant date of some restricted shares in the company’s 2021 restricted stock incentive plan, which is in line with the relevant provisions on the grant date in the management measures and the company’s incentive plan.
The company has not been granted restricted shares as stipulated in the management measures and the company’s incentive plan. At the same time, the incentive objects granted this time also meet the conditions for the incentive objects to be granted restricted shares in the company’s incentive plan. The incentive objects granted by the company this time are not prohibited from being granted equity incentive as stipulated in the management measures and incentive plan, and the subject qualification of the incentive objects is legal and effective. The company’s implementation of this incentive plan is conducive to further improve the corporate governance structure, establish and improve the company’s incentive and restraint 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.
In conclusion, we agree that the grant date of some restricted shares reserved in the incentive plan of the company is March 11, 2022, and agree to grant 1.4 million restricted shares to 22 eligible incentive objects at the grant price of RMB 18.445/share.
5、 Independent opinions on the proposal on granting reserved restricted shares to the incentive objects of the second phase of restricted stock incentive plan in 2021
According to the authorization of the company’s fourth extraordinary general meeting in 2021, the board of directors determined that March 11, 2022 is the grant date of some restricted shares reserved for the company’s phase II restricted stock incentive plan in 2021, which complies with the relevant provisions on the grant date in the management measures and the company’s incentive plan.
The company has not been granted restricted shares as stipulated in the management measures and the company’s incentive plan. At the same time, the incentive objects granted this time also meet the conditions for the incentive objects to be granted restricted shares in the company’s incentive plan. The incentive objects granted by the company this time are not prohibited from being granted equity incentive as stipulated in the management measures and incentive plan, and the subject qualification of the incentive objects is legal and effective. The company’s implementation of this incentive plan is conducive to further improving the corporate governance structure, establishing and improving the company’s incentive and restraint mechanism, enhancing the company’s management team and business backbone’s sense of responsibility and mission for the sustainable and healthy development of the company, conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
In conclusion, we agree that the grant date of some restricted shares reserved in the incentive plan of the company is March 11, 2022, and agree to grant 2.1 million restricted shares to 9 eligible incentive objects at the grant price of RMB 20.00/share and 23.00/share.
Independent directors: Ning Xiangdong, Tang Guliang, Chen Youchun March 11, 2022
