Independent director of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd
About the 20th meeting of the first board of directors
Independent opinions on relevant proposals
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”) and other laws and regulations, the articles of association of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as the “articles of association”) and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) As the independent director of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as “the company” or ” Cubic Sensor And Instrument Co.Ltd(688665) “), we have carefully reviewed the meeting materials and documents related to the 20th meeting of the first board of directors of the company, based on the principle of prudence and independent judgment, We hereby express our independent opinions on the relevant matters considered at the 20th meeting of the first board of directors as follows:
1、 Independent opinions on the proposal on adjusting matters related to the restricted stock incentive plan in 2022 all independent directors agreed:
The adjustment of the matters related to the restricted stock incentive plan in 2022 complies with the relevant provisions on the adjustment of the incentive plan in the company law, the securities law, the administrative measures and other laws, regulations and normative documents, and has performed the necessary procedures. The adjusted incentive object is not prohibited from being granted restricted shares, and the subject qualification of the incentive object is legal and effective. This adjustment is within the scope of authorization of the company’s first 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 shareholders.
After this adjustment, the number of incentive objects granted for the first time in the company’s incentive plan will be changed from 107 to 106. The original number of allocated shares of incentive objects who no longer meet the qualification of incentive objects due to resignation will be adjusted to the reserved part of the incentive plan, the total number of restricted shares will remain unchanged, the number of restricted shares granted for the first time will be changed to 935000 shares, and the reserved part will be changed to 215000 shares.
In addition to the above adjustments, other contents of this incentive plan are consistent with the contents of the 2022 restricted stock incentive plan approved by the company’s first extraordinary general meeting in 2022. The content of this adjustment is within the scope of authorization of the board of directors by the first extraordinary general meeting of shareholders in 2022 and does not need to be submitted to the general meeting of shareholders for deliberation. In conclusion, we agree with the company’s adjustment of the list of incentive objects and the number of people granted in this incentive plan.
2、 Independent opinions on the proposal on granting restricted shares to incentive objects for the first time
With regard to matters related to the company’s plan to grant restricted shares to the incentive objects of this incentive plan for the first time, all independent directors agree that:
(1) According to the authorization of the company’s first extraordinary general meeting in 2022, the board of directors determined that the first grant date of the company’s incentive plan was April 1, 2022, which was in line with the administrative measures and other laws and regulations as well as the relevant provisions on the grant date in the incentive plan.
(2) It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the incentive plan.
(3) The incentive objects granted by this incentive plan for the first time comply with the provisions of the company law, the securities law and other laws and regulations, as well as the articles of association on the relevant qualifications of this equity incentive plan, the conditions of incentive objects specified in the administrative measures, listing rules and other laws, regulations and normative documents, and the scope of incentive objects specified in this incentive plan, Its subject qualification as the incentive object of the company’s restricted stock incentive plan in 2022 is legal and effective.
(4) The company’s implementation of this incentive plan is conducive to further improve the corporate governance structure, establish and improve the company’s incentive and restraint mechanism, enhance the company’s management team and core technology (business) backbone personnel’s sense of responsibility and mission to realize the sustainable and healthy development of the company, and is conducive to the sustainable development of the company without damaging the interests of the company and all shareholders.
In conclusion, it is agreed that the grant date of the incentive plan of the company is April 1, 2022, and it is agreed to grant 935000 restricted shares to 106 incentive objects at the grant price of RMB 77.60/share.
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(there is no text on this page, which is the signature page of independent opinions of independent directors of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd. on relevant proposals of the 20th meeting of the first board of directors)
Signature of independent director:
Yan Li, Xu Xianze
Signed on: April 1, 2022
