Independent directors\' independent opinions on matters related to the 19th meeting of the 4th board of directors are in accordance with the measures for the administration of securities issuance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the articles of association, the working system of independent directors and other relevant provisions of the CSRC, As an independent director of Zjamp Group Co.Ltd(002758) (hereinafter referred to as "the company"), based on our independent judgment and careful review, we hereby express the following independent opinions on the relevant matters of the 19th meeting of the Fourth Board of directors of the company:
1、 Independent opinions on granting restricted shares to incentive objects
After verification, we believe that:
1. According to the authorization of the company's first extraordinary general meeting in 2022, the board of directors determined that the grant date of the incentive plan of the company was January 10, 2022, which was in accordance with the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures") and other relevant laws and regulations Regulations and relevant provisions on the grant date in the company's 2021 restricted stock incentive plan (Draft) (hereinafter referred to as "incentive plan (Draft)"), and this grant also meets the conditions for the incentive object to be granted restricted shares in the company's incentive plan (Draft).
2. The 449 incentive objects actually granted restricted shares this time are consistent with the incentive objects specified in the company's incentive plan (Draft) deliberated and approved by the company's first extraordinary general meeting in 2022, and meet the requirements of the company law of the people's Republic of China (hereinafter referred to as the "Company Law") The qualifications specified in the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") and other laws, regulations and normative documents and the articles of association meet the conditions of incentive objects specified in the management measures and the scope of incentive objects specified in the incentive plan (Draft), and their subject qualifications as incentive objects of the company's incentive plan are legal Effective.
3. Neither the company nor the incentive object is allowed to grant restricted shares, and the company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive object.
4. The company's implementation of equity incentive plan is conducive to further deepen the reform of the company's operation and management mechanism, improve the corporate governance structure, improve the long-term incentive and restraint mechanism, and enhance the company's core operation and management team and key employees' sense of responsibility and mission for realizing the sustainable and healthy development of the company, which is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
5. Related directors have avoided voting on relevant proposals in accordance with the company law, securities law, administrative measures and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association, which shall be deliberated and voted by non related directors.
In conclusion, all independent directors believe that the subject qualification of incentive objects is legal and effective, and the determined grant date meets the relevant regulations. We agree that the company will grant 12.54 million restricted shares to 449 eligible incentive objects on January 10, 2022, with the grant price of 5.37 yuan / share.
The opinions are hereby.
Independent directors: LV Guiyuan, Weng Guomin, Guo Degui January 10, 2022
