Tianyu Eco-Environment Co.Ltd(603717)
Matters related to the company’s 2022 stock option incentive plan
Verification opinions
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”), the articles of association and other relevant laws, regulations and normative documents, Tianyu Eco-Environment Co.Ltd(603717) (hereinafter referred to as “the company”) the board of supervisors carefully read and reviewed the Tianyu Eco-Environment Co.Ltd(603717) 2022 stock option incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)” and its summary. The verification opinions are as follows:
After review, we believe that:
1. The company is qualified to implement the incentive plan. The company does not have any circumstances that prohibit the implementation of the equity incentive plan as stipulated in the administrative measures and other laws and regulations, including: (1) the financial and accounting report of the latest fiscal year was issued with a negative opinion or an audit report that could not express an opinion by the certified public accountant; (2) The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant; (3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing; (4) Equity incentive is not allowed according to laws and regulations; (5) Other circumstances recognized by the CSRC.
2. The first granted incentive object determined in this incentive plan has the job qualification specified in the company law, the securities law and other laws and regulations, normative documents and the articles of association, and meets the scope of incentive objects specified in this incentive plan. There are no following circumstances that may not be incentive objects specified in Article 8 of the administrative measures: (1) being identified as inappropriate candidates by the stock exchange in the last 12 months; (2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices; (3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months; (4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations; (6) Other circumstances recognized by the CSRC. The incentive objects of this incentive plan do not include the independent directors and supervisors of the company, nor do they include the shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. All incentive objects must have employment or labor relations with the company when the company grants stock options and within the assessment period specified in the incentive plan.
3. The formulation, review process and contents of this incentive plan of the company comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law and the administrative measures; The grant arrangement and exercise arrangement of stock options for each incentive object (including grant amount, authorization date, exercise price, waiting period, exercise period, exercise conditions and other matters) did not violate the provisions of relevant laws and regulations, and did not infringe the interests of the company and all shareholders. 4. The assessment system of this incentive plan is comprehensive, comprehensive and operable. The setting of assessment indicators is scientific and reasonable. At the same time, it has a restrictive effect on Incentive objects, which can achieve the assessment purpose of this incentive plan.
5. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
6. The company’s implementation of this incentive plan can improve the company’s incentive mechanism and the distribution mechanism combining incentive and restraint, so that employees and shareholders form a community of interests, which is conducive to improving employees’ enthusiasm and creativity, so as to improve the company’s production efficiency and level, and is conducive to the long-term sustainable development of the company. There is no situation that damages the interests of listed companies and all shareholders.
In conclusion, the board of supervisors of the company believes that the implementation of the incentive plan is conducive to the sustainable and healthy development of the company, and there is no damage to the interests of the listed company and all shareholders, and agrees to the implementation of the incentive plan. The incentive objects listed in the incentive plan meet the conditions specified in relevant laws, regulations and normative documents, and they are legal and effective as the incentive objects of the incentive plan.
It is hereby announced.
Tianyu Eco-Environment Co.Ltd(603717) board of supervisors April 6, 2022
