Shandong Longquan Pipeline Engineering Co.Ltd(002671) independent director
Independent opinions on relevant matters of the 30th meeting of the Fourth Board of directors
In accordance with the requirements of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies, the working system of independent directors and the articles of association, we, as independent directors of the Fourth Board of directors of Shandong Longquan Pipeline Engineering Co.Ltd(002671) (hereinafter referred to as the “company”), have carefully reviewed the following matters of the company with a serious and responsible attitude and based on an independent, prudent and objective position, Expressed independent opinions.
1、 Independent opinions on the achievement of the conditions for lifting the restrictions in the first lifting period of the first part of the restricted stock incentive plan granted in 2020
The company plans to grant some restricted shares corresponding to the first release period of the restricted stock incentive plan in 2020 for the first time, which is in line with the measures for the administration of equity incentive of listed companies, the company’s 2020 restricted stock incentive plan, the measures for the administration of the implementation and assessment of 2020 restricted stock incentive plan and other relevant provisions. The incentive object meets the qualification for lifting the sales restriction, and its subject qualification as the incentive object that can be lifted this time is legal and effective. The lifting of the restrictions does not harm the interests of the company and minority shareholders.
Therefore, we believe that the company’s restricted stock incentive plan in 2020 has achieved the conditions for lifting the restrictions in the first lifting period for the first time, and we unanimously agree that the company understands the matters of removing the restrictions on the sale of a total of 3.186 million restricted shares of 61 incentive objects in the first lifting period.
2、 Independent opinions on repurchase and cancellation of some granted but not yet lifted restricted shares
In accordance with the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents, as well as the relevant provisions of the company’s 2020 restricted stock incentive plan, it is agreed that the company At the price of 35 yuan / share, a total of 785000 shares of restricted shares granted to 7 resigned incentive objects but not lifted were repurchased and cancelled. The repurchase cancellation complies with the provisions of relevant laws and regulations, and the procedures are legal and compliant. The repurchase cancellation of the company will not affect the continuous operation of the company or damage the interests of the company and all shareholders. It is agreed that the company will implement the cancellation of this repurchase in accordance with relevant procedures, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the general election of the board of directors of the company
1. The nomination and voting procedures of candidates for the board of directors of the company comply with the company law, the articles of association and other relevant provisions;
2. The five candidates for directors of the 5th board of directors (including two candidates for independent directors) recommended this time have the qualifications of directors of listed companies as stipulated in relevant laws and regulations and the articles of association. They have not found any circumstances that they are not allowed to serve as directors of the company as stipulated in the company law and the articles of association, nor have they been punished by the CSRC and other relevant departments or the stock exchange;
3. After examination, we believe that the candidates for independent directors have the corresponding conditions of independent director candidates, have independence and work experience necessary for performing the duties of independent directors, and have not found any circumstances that are not allowed to serve as independent directors in the company as stipulated in the company law and the articles of association, nor have they been punished by the CSRC and other relevant departments or the stock exchange.
Therefore, we agree to nominate Mr. Fu Bo, Mr. Liu Qiang and Mr. Wang Xiaojun as candidates for non independent directors of the Fifth Board of directors of the company; Agree to nominate Mr. Zhongyu and Mr. wangjunjie as candidates for independent directors of the 5th board of directors of the company; It is agreed to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. The qualification and independence of two independent director candidates shall be reviewed by Shenzhen Stock Exchange before they can be submitted to the general meeting of shareholders for deliberation.
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Signature of independent director:
Zhong Yu, Wang Junjie
April 18, 2022