Sinoma International Engineering Co.Ltd(600970) independent director
Independent opinions on relevant proposals of the 14th meeting (Interim) of the seventh board of directors
In accordance with the rules for independent directors of listed companies, the Sinoma International Engineering Co.Ltd(600970) articles of association, the measures for the administration of equity incentive of listed companies and other laws, regulations and normative documents, as an independent director of the company, I carefully considered the relevant proposals of the 14th meeting (Interim) of the seventh board of directors, carefully read the relevant materials provided by the company, and asked the company about the relevant situation. On the basis of independent judgment, we hereby express our independent opinions on the relevant matters considered at this meeting as follows:
1、 Proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time in the company’s restricted stock incentive plan in 2021
The company’s adjustment of the list of incentive objects and the number of granted rights and interests in the company’s 2021 restricted stock incentive plan (Revised Draft) (hereinafter referred to as the “incentive plan”) complies with the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the relevant provisions of the incentive plan; The adjusted incentive object complies with the provisions of the management measures and incentive plan, and the subject qualification is legal and effective; The adjustment of the list of incentive objects and the number of rights and interests granted by the board of directors has been authorized by the third extraordinary general meeting of shareholders of the company in 2022, and the necessary procedures have been performed. The resolution is legal and effective, and there is no damage to the interests of the company and all shareholders. The related directors have avoided voting in accordance with the company law, the securities law, the administrative measures and other laws and regulations, departmental rules and normative documents, as well as the relevant provisions in the articles of association, and the relevant proposals are reviewed by the non related directors.
Therefore, we unanimously agree that the company will adjust the list of incentive objects and the number of rights and interests granted for the first time under the restricted stock incentive plan in 2021.
2、 Proposal on granting restricted shares to the incentive objects of the company’s restricted stock incentive plan in 2021 for the first time
The first grant date of this incentive plan is March 24, 2022. The grant date complies with the administrative measures, the stock listing rules of Shanghai Stock Exchange and other laws and regulations, as well as the relevant provisions on the grant date in the company’s incentive plan. At the same time, this grant also complies with the provisions on the conditions for the incentive object to be granted restricted shares in the company’s incentive plan. The subject qualification of the incentive object of this incentive plan is valid. The company is not allowed to grant restricted shares, and there are no plans or arrangements to provide loans, loan guarantees or other forms of financial assistance for incentive objects. During the deliberation of this proposal, the related directors have avoided voting in accordance with the company law, the securities law, the administrative measures and other laws and regulations, departmental rules and normative documents, as well as the relevant provisions of the articles of association. The relevant proposals are deliberated by the non related directors, which will not damage the interests of the company and all shareholders. The company’s procedures for granting restricted shares to incentive objects are in compliance.
In conclusion, we unanimously agree to grant 48.383 million restricted shares to 198 eligible incentive objects on March 24, 2022 as the first grant date.
(no text below)
Sinoma International Engineering Co.Ltd(600970) independent director
Independent opinions on relevant proposals of the 14th meeting (Interim) of the seventh board of directors independent directors:
(Zhang Xiaoyan) (focus) (Zhou Xiaoming)
March 24, 2002
