Vanfund Urban Investment&Development Co.Ltd(000638) : independent opinions of independent directors on matters related to the 40th meeting of the ninth board of directors

Vanfund Urban Investment&Development Co.Ltd(000638) independent director

Independent opinions on relevant matters of the fortieth meeting of the ninth board of directors

In accordance with the guiding opinions on the establishment of independent director system by listed companies, the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions of the CSRC, as independent directors of Vanfund Urban Investment&Development Co.Ltd(000638) (hereinafter referred to as the “company”), based on our independent judgment, we hereby express the following independent opinions on the matters discussed at the 40th meeting of the ninth board of directors of the company:

1、 Matters concerning the granting of reserved stock options under the 2021 incentive plan to incentive objects

1. The board of directors determined that the grant date of stock options reserved in the incentive plan of the company is April 13, 2022. The grant date complies with the provisions on the grant date in the administrative measures for equity incentive of listed companies and the company’s 2021 stock option incentive plan (Draft) and its summary. At the same time, the conditions for incentive objects to be granted rights and interests specified in the incentive plan have also been met.

2. The incentive objects determined in this incentive plan are not prohibited from being granted equity incentive as stipulated in the administrative measures for equity incentive of listed companies. The subject qualification of the incentive objects is legal and effective, and the determination of the scope of incentive objects meets the actual situation of the company and the needs of business development of the company.

3. The incentive objects determined by the company to grant stock options comply with the company law, the measures for the administration of equity incentive of listed companies and other laws and regulations and the provisions on the qualification of the incentive plan in the articles of association, and comply with the conditions and scope of incentive objects specified in the law on the administration of equity incentive of listed companies. Their subject qualification as the incentive object of the company’s stock option incentive plan is legal and effective.

4. The company does not provide loans, loan guarantees or other financial assistance to incentive objects. 5. The deliberation and voting procedures for granting the reserved stock option of 2021 incentive plan to the incentive object are legal and effective, which is in line with the long-term interests of the company and does not damage the interests of the company and all shareholders. To sum up, we agree that the company will grant Shanghai Pudong Development Bank Co.Ltd(600000) reserved stock options to the two incentive objects. The reserved grant date is April 13, 2022, and the option exercise price is 5.02 yuan / share.

Vanfund Urban Investment&Development Co.Ltd(000638) independent directors song Weiqiang, sun Lili and Zhang Zongli April 13, 2002

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