Sinoma International Engineering Co.Ltd(600970) : verification opinions of the board of supervisors on the list of incentive objects granted by the company's restricted stock incentive plan in 2021 and related matters

Sinoma International Engineering Co.Ltd(600970) board of supervisors

List of incentive objects granted by the company's restricted stock incentive plan in 2021

Verification opinions on and related matters

Sinoma International Engineering Co.Ltd(600970) (hereinafter referred to as the "company") the board of supervisors 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 other relevant laws The regulations and normative documents, the articles of Association (hereinafter referred to as the "articles of association") and the company's 2021 restricted stock incentive plan (Revised Draft) (hereinafter referred to as the "incentive plan") reviewed the incentive objects granted restricted shares, and issued the following verification opinions:

1、 In view of the fact that 10 incentive objects in the list of incentive objects granted for the first time in the incentive plan voluntarily give up the subscription of restricted shares to be granted to them for personal reasons, according to the relevant provisions of the incentive plan and the authorization of the third extraordinary general meeting of shareholders in 2022, the board of directors adjusted the number of incentive objects and the number of rights and interests granted in the equity incentive plan. After the adjustment, the incentive objects of the company's first grant of restricted shares were adjusted from 208 to 198, the first grant of restricted shares was adjusted from 49.438 million shares to 48.383 million shares, and the number of restricted shares to be granted by the company was adjusted from 59.438 million shares to 58.383 million shares. In addition to the above adjustments, the list of incentive objects granted by the company's restricted stock incentive plan is consistent with the incentive objects specified in the incentive plan approved by the company's third extraordinary general meeting in 2022. According to the authorization of the third extraordinary general meeting of shareholders in 2022, this adjustment belongs to the scope of authorization and does not need to be submitted to the general meeting of shareholders for deliberation.

2、 The incentive objects granted this time have the qualifications specified in the company law, securities law, articles of association and other laws, regulations and normative documents and the articles of association, and there is no situation that they have been identified as inappropriate candidates by the stock exchange in the last 12 months; There is no situation in which the CSRC and its dispatched offices have identified them as inappropriate candidates in the last 12 months; There are no cases in which the CSRC and its dispatched offices have imposed administrative penalties or taken market entry prohibition measures for major violations of laws and regulations in the last 12 months; There are no circumstances under which the company law stipulates that he shall not serve as a director or senior manager of the company; There is no case that the company is not allowed to participate in the equity incentive of listed companies according to laws and regulations. It meets the conditions of incentive objects specified in the administrative measures and the scope of incentive objects specified in the incentive plan. Its subject qualification as the incentive object of the company's incentive plan is legal and effective, and the conditions for the incentive object to be granted rights and interests have been met.

The board of supervisors of the company agreed that the first grant date of the restricted stock incentive plan was March 24, 2022, and agreed to grant 48.383 million restricted shares to 198 incentive objects who met the grant conditions.

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Sinoma International Engineering Co.Ltd(600970) board of supervisors

List of incentive objects granted by the company's restricted stock incentive plan in 2021

Signature page of verification matters and relevant opinions

Signature of all supervisors:

(Hu Jinyu) (block Guangyuan) (Li Yinglin)

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