Sinoma Energy Conservation Ltd(603126)
Independent directors' comments on the 13th meeting of the Fourth Board of directors of the company
Independent opinions on matters under consideration
Sinoma Energy Conservation Ltd(603126) (hereinafter referred to as "the company") the 13th meeting of the 4th board of directors was held on April 6, 2022. In accordance with relevant laws, regulations, normative documents, articles of association and other relevant provisions, as an independent director of the company, we express independent opinions on the matters considered at the 13th meeting of the Fourth Board of directors as follows:
1、 Independent opinions on matters related to the adjustment of the 2021 stock option incentive plan (Revised Version):
(I) the board of directors of the company adjusted the list and number of awarding objects of the Sinoma Energy Conservation Ltd(603126) 2021 stock option incentive plan (Revised) (hereinafter referred to as the "incentive plan") in accordance with the provisions of the administrative measures for equity incentive of listed companies (hereinafter referred to as the "administrative measures").
(II) the content of this adjustment is within the scope of authorization given to the board of directors by the fourth extraordinary general meeting of shareholders in 2022. The adjustment procedure is legal and compliant, and there is no damage to the interests of the company and all shareholders.
To sum up, we agree that the company will adjust the list of incentive objects and the number of awards. 2、 Independent opinions on matters related to granting stock options to incentive objects:
(I) according to the authorization of the fourth extraordinary general meeting of shareholders in 2022, the board of directors determined that the grant date of the incentive plan is April 6, 2022, which is in line with the relevant provisions on the grant date in the management measures and the incentive plan.
(II) neither the company nor the incentive objects granted this time are prohibited from granting stock options, and the granting conditions of this incentive plan have been met.
(III) the incentive objects to be granted stock options this time are consistent with the incentive objects specified in the company's incentive plan approved by the fourth extraordinary general meeting of shareholders in 2022. The incentive objects granted by the incentive plan meet the incentive object conditions specified in the management measures and other relevant laws, regulations and normative documents, meet the incentive object scope specified in the incentive plan, and their subject qualification as the incentive object of the company's incentive plan is legal and effective.
(IV) the company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to incentive objects.
(V) the company's implementation of this incentive plan will help to further improve the corporate governance structure, establish and improve the incentive and restraint mechanism of the company, enhance the sense of responsibility and mission of the company's management team and business backbone for the sustainable and healthy development of the company, be conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
(VI) when the board of directors deliberated on the matters related to this grant, the directors as the incentive object avoided voting, and their deliberation and voting procedures were in line with the provisions of relevant laws, regulations, normative documents and the articles of association.
Based on the above, we agree that the company will grant 18.2 million stock options to 146 eligible incentive objects on April 6, 2022, with an exercise price of 8.58 yuan / share.
Independent directors: Zhao Yiqing, Qiu suhao, Xie Jigang April 6, 2022
