Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389) independent directors
Independent opinions on matters related to the 16th meeting of the 8th board of directors of the company
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 rules for independent directors of listed companies, the Listing Rules of Shanghai Stock Exchange and other relevant laws and regulations As an independent director of Nantong Jiangshan Agrochemical & Chemicals Co.Ltd(600389) , we have carefully reviewed the relevant matters of the company's restricted stock incentive plan in 2022 and issued the following independent opinions:
1、 The company is not prohibited to implement the equity incentive plan by the administrative measures and other laws and regulations, and the company has the subject qualification to implement the equity incentive plan.
2、 The incentive objects determined in the incentive plan comply with the provisions of the company law, the securities law and the articles of association on job qualifications, as well as the actual needs of the company's business development. At the same time, all incentive objects are not prohibited from being granted restricted shares as stipulated in the administrative measures and other relevant laws and regulations, and the subject qualification of incentive objects is legal and effective.
3、 The contents and deliberation procedures of the company's equity incentive plan comply with the provisions of the company law, securities law, administrative measures and other relevant laws, regulations and normative documents; The granted rights and interests of each incentive object and the arrangement for exercising rights and interests do not violate the provisions of relevant laws, regulations and normative documents, and there is no situation that damages the rights and interests of the company and all shareholders.
4、 The company has formulated corresponding assessment management measures for this equity incentive plan. Its assessment system 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 purpose of this equity 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 equity incentive plan can further establish and improve the company's long-term incentive and restraint mechanism, which is conducive to fully mobilize the enthusiasm, sense of responsibility and sense of mission of the company's directors, senior managers and other leading group members, middle managers and core technology (business and management) personnel, so as to improve the company's performance and promote the sustainable and healthy development of the company without damaging the interests of the company and all shareholders.
7、 When the board of directors of the company deliberated the relevant proposals of the equity incentive plan, the related directors have avoided voting, the deliberation and voting procedures comply with the provisions of relevant laws and regulations, normative documents and the articles of association, and the voting results are legal and valid.
In conclusion, we agree that the company will implement the restricted stock incentive plan in 2022 and submit the proposals related to the incentive plan to the general meeting of shareholders for deliberation.
Independent director: Xu Xiaodong, Zhang Lijun, Zhou Xianhui April 8, 2002
