Zhuhai Cosmx Battery Co.Ltd(688772)
Independent opinions of independent directors on matters related to the 18th meeting of the first board of directors
According to the articles of association of Zhuhai Cosmx Battery Co.Ltd(688772) , rules of procedure of Zhuhai Cosmx Battery Co.Ltd(688772) board of directors and Zhuhai Cosmx Battery Co.Ltd(688772) working system of independent directors and other relevant provisions, as independent directors of Zhuhai Cosmx Battery Co.Ltd(688772) (hereinafter referred to as "the company"), after reviewing relevant documents and materials, we express independent opinions on the relevant proposals considered at the 18th meeting of the first board of directors of the company based on our independent judgment as follows:
1、 Independent opinions on granting restricted shares to the incentive objects of the first phase of restricted stock incentive plan for the first time
(I) 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 first restricted stock incentive plan (hereinafter referred to as "the first incentive plan") was January 10, 2022. The determination of the grant date was in accordance with the administrative measures for equity incentive of listed companies (hereinafter referred to as "the administrative measures") and other laws and regulations Normative documents and the provisions on the grant date in the Zhuhai Cosmx Battery Co.Ltd(688772) phase I restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan (Draft)"), and this grant also meets the conditions for the incentive object to be granted restricted stock in the phase I incentive plan.
(II) the company is not prohibited to implement the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
(III) the incentive objects granted restricted shares for the first time determined by the company comply with the relevant provisions of laws, regulations and normative documents such as the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the incentive plan (Draft) on the incentive object conditions and grant conditions of phase I incentive plan, and their subject qualification as the object of phase I incentive plan of the company is legal and effective.
(IV) the company does not have any plan or arrangement to provide loans, loan guarantees or other financial assistance to the incentive objects to obtain relevant restricted shares according to the phase I incentive plan.
(V) the implementation of the first phase of restricted stock incentive plan is conducive to the sustainable and healthy development of the company, enhance the incentive object's sense of responsibility and mission, and there is no situation that damages the interests of the company and all shareholders. (VI) the relevant proposals on the grant of restricted shares considered by the board of directors this time do not have the situation that the voting should be avoided but not avoided according to relevant regulations.
In conclusion, all independent directors agreed that the first grant conditions specified in the first phase of the incentive plan had been met, and agreed to determine that the first grant date of the first phase of the incentive plan was January 10, 2022, and grant 224125000 restricted shares to 763 incentive objects who met the grant conditions for the first time, with the grant price of 23.82 yuan / share.
Zhuhai Cosmx Battery Co.Ltd(688772) independent directors Zhao Yan, Zhang Jun and Li Weishan
