Cngr Advanced Material Co.Ltd(300919) independent director
Independent opinions on matters related to the 29th meeting of the first board of directors
As an independent director of Cngr Advanced Material Co.Ltd(300919) (hereinafter referred to as “the company”), based on seeking truth from facts and Based on the position and attitude of independent judgment, we have verified the relevant matters of the 29th meeting of the first board of directors of the company, and now express independent opinions as follows:
1、 Independent opinions on adjusting the list and number of incentive objects granted for the first time under the restricted stock incentive plan in 2022
After verification, the company’s adjustment of the list and number of incentive objects granted for the first time in the 2022 restricted stock incentive plan complies with the provisions of the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws and regulations, In accordance with the provisions of the company’s restricted stock incentive plan (Draft) for 2022 (hereinafter referred to as “incentive plan (Draft)” or “this incentive plan”), the decisions made have performed the necessary procedures, 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 and number of incentive objects granted for the first time in the incentive plan accordingly.
2、 Independent opinions on the first granting of restricted shares by the company to incentive objects
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 restricted stock incentive plan in 2022 was April 13, 2022, which met the provisions on the grant date in the administrative measures and the incentive plan (Draft). At the same time, the conditions for incentive objects to be granted rights and interests specified in the incentive plan (Draft) have also been met.
2. The company is not prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents. The company has the subject qualification to implement the equity incentive plan.
3. The incentive objects granted with restricted shares determined by the company meet the incentive object conditions specified in the management measures and the scope of incentive objects specified in the company’s incentive plan (Draft), and their main qualification as the incentive object of the company’s restricted stock incentive plan in 2022 is legal and effective.
4. The source of funds of the incentive object is the self raised funds of the incentive object. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive object.
5. When the board of directors of the company deliberates the relevant proposals, the related directors have avoided voting on the relevant proposals, which shall be deliberated and voted by the non related directors.
6. The company’s implementation of the restricted stock incentive plan in 2022 will help improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, fully mobilize the enthusiasm and creativity of the company’s management team and core employees, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, effectively combine the interests of shareholders, the company and the core team, and make all parties pay common attention to the long-term development of the company, Ensure the realization of the company’s development strategy and business objectives.
To sum up, we agree that the first grant date of the company’s restricted stock incentive plan is April 13, 2022, and 468565300 restricted shares are granted to 1040 incentive objects at a grant price of 63.97 yuan / share.
(there is no text below, which is the signature page of the independent directors’ independent opinions on matters related to the 29th meeting of the first board of directors)
(there is no text on this page, which is the signature page of independent directors’ independent opinions on matters related to the 29th meeting of the first board of directors) signature of independent directors: Cao Yue, Li Wei, Liu Fangyang
Cngr Advanced Material Co.Ltd(300919) board of directors April 13, 2022
