China Greatwall Technology Group Co.Ltd(000066) : independent opinions of independent directors on adjusting the list of incentive objects and the number of options granted for the first time in the second phase of stock option incentive plan

China Greatwall Technology Group Co.Ltd(000066) independent director

Independent opinions on adjusting the list of incentive objects and the number of options granted for the first time in the second phase of the stock option incentive plan

As independent directors of China Greatwall Technology Group Co.Ltd(000066) (hereinafter referred to as “the company” or “the listed company”), we, in accordance with the rules for independent directors of listed companies, the standards for the governance of listed companies, the articles of association of China Greatwall Technology Group Co.Ltd(000066) (hereinafter referred to as “the company”), the stock listing rules of Shenzhen Stock Exchange, the measures for the administration of equity incentive of listed companies, and the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China) In accordance with the relevant provisions of the notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies, we have fully reviewed the relevant materials of the proposal on adjusting the list of incentive objects and the number of options granted for the first time in the second phase of stock option incentive plan at the 81st meeting of the seventh board of directors after consulting the relevant provisions in an attitude of being responsible to the company, all shareholders and investors, And issued the following independent opinions on April 5, 2022:

In view of the fact that 46 incentive objects granted for the first time in the second phase of the company’s stock option incentive plan are no longer suitable to be incentive objects due to resignation, retirement and death, the board of directors of the company adjusted the list of incentive objects and the number of options granted for the first time, adjusted the incentive objects from the original 817 to 771, and adjusted the number of stock options granted from the original 105190000 to 100591000, 4599000 stock options granted to 46 incentive objects but not yet exercised will be cancelled.

After verification, the independent directors believe that the list of persons and the number of options granted to the incentive objects for the first time in the second phase of the company’s adjusted stock option incentive plan comply with the relevant laws and regulations such as the administrative measures for equity incentive of listed companies and the relevant provisions of China Greatwall Technology Group Co.Ltd(000066) second phase of stock option incentive plan (Revised Draft), and are within the scope of authorization of the board of directors of the company by the seventh extraordinary general meeting of shareholders in 2020, And performed the necessary approval procedures; There is no situation that damages the interests of the company and all shareholders; It is agreed that the company will adjust the list of incentive objects and the number of options this time.

China Greatwall Technology Group Co.Ltd(000066) independent directors: Li Guomin, Dong Peiwu, Qiu Hongsheng

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