Xiamen Wanli Stone Stock Co.Ltd(002785)
Independent directors’ independent opinions on matters related to the 27th meeting of the 4th board of directors are in accordance with the relevant provisions of the guiding opinions on the establishment of independent director system in listed companies, the Xiamen Wanli Stone Stock Co.Ltd(002785) articles of association, the rules for independent directors of listed companies, the stock listing rules of Shenzhen stock exchange, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, As an independent director of Xiamen Wanli Stone Stock Co.Ltd(002785) (hereinafter referred to as “the company”), we attended the 27th meeting of the 4th board of directors, reviewed relevant proposals and expressed independent opinions on matters related to the company’s 2022 stock option and restricted stock incentive plan based on the principles of diligence and independent judgment: 1. After verification, The drafting and deliberation process of Xiamen Wanli Stone Stock Co.Ltd(002785) 2022 stock option and restricted stock incentive plan (Draft) and its summary comply with the provisions of relevant laws, regulations, rules and normative documents such as the measures for the administration of equity incentive of listed companies;
2. The company is not prohibited from implementing the equity incentive plan as stipulated in the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the measures for the administration of equity incentive of listed companies and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan;
3. The contents of the Xiamen Wanli Stone Stock Co.Ltd(002785) 2022 stock option and restricted stock incentive plan (Draft) and its abstract comply with the provisions of the company law, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents; The authorization / grant arrangement and exercise / release of restricted shares of each incentive object do not violate the provisions of relevant laws, regulations and normative documents, and do not infringe the interests of the company and all shareholders;
4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects;
5. The company’s implementation of equity incentive plan is conducive to further establish and improve the company’s long-term incentive mechanism, attract and retain talents, fully mobilize the enthusiasm of employees, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, effectively combine the interests of shareholders, the company and the core team, make all parties pay attention to the long-term development of the company, and will not damage the interests of the company and all shareholders.
To sum up, we agree that the company will implement this equity incentive and agree to submit it to the general meeting of shareholders for deliberation. (no text below)
(this page is the signature page of Xiamen Wanli Stone Stock Co.Ltd(002785) independent director’s independent opinions on matters related to the fourth session of the board of directors) independent director: Liao Yixin
(this page is the signature page of Xiamen Wanli Stone Stock Co.Ltd(002785) independent director’s independent opinions on matters related to the fourth session of the board of directors) independent director: Hu Shiming
(this page is the signature page of Xiamen Wanli Stone Stock Co.Ltd(002785) independent directors’ independent opinions on matters related to the fourth meeting of the board of directors) independent director: Ren Li
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