Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) independent director
About the 9th meeting of the 4th board of directors
Independent opinions on relevant matters
To: Shenzhen Zhongzhuang Construction Group Co.Ltd(002822)
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant provisions of the CSRC, as an independent director of the company, after consulting the relevant materials and understanding the relevant information provided by the company on the relevant proposals considered at the ninth meeting of the Fourth Board of directors of the company, Based on the position of independent judgment, express independent opinions as follows:
1、 Independent opinions on repurchase and cancellation of some restricted shares in 2019
After verification, we believe that: according to the relevant provisions of the 2019 restricted stock incentive plan, the two original incentive objects of the company’s equity incentive in 2019, Chen Yufeng and Xu Xiaojian, left for personal reasons, which do not meet the provisions on Incentive objects in the company’s 2019 restricted stock incentive plan and are no longer eligible for incentive; Because the assessment results of the six incentive objects in 2020 are “C” and “d”, according to the assessment management measures for the implementation of the restricted stock incentive plan in 2019, some of the restricted shares of the above six people cannot be unlocked in 2021. The company plans to use its own funds to repurchase and cancel the restricted shares held by the above personnel that have been granted but have not been lifted, totaling 122500 shares. The above repurchase complies with the provisions of relevant laws and regulations and does not damage the interests of the company and all shareholders. Therefore, we agree that the company will buy back and cancel 122500 restricted shares granted to incentive objects who do not meet the incentive conditions but have not been lifted, and agree to submit the proposal to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Independent opinions on terminating the implementation of 2020 restricted stock incentive plan and repurchase and cancellation of restricted shares
After verification, we believe that the company intends to terminate the implementation of the company’s 2020 restricted stock incentive plan and repurchase and cancel 6828400 restricted shares granted but not lifted, which complies with the relevant provisions of relevant laws, regulations and normative documents, the repurchase quantity, repurchase price and termination procedures are legal and compliant, and there is no situation that damages the interests of the company and all shareholders, It will not have a significant impact on the daily operation of the company. Therefore, we agree to the decision on terminating the implementation of the company’s 2020 restricted stock incentive plan and repurchase and cancellation of restricted shares, and agree to submit the proposal to the company’s second extraordinary general meeting in 2022 for deliberation. (no text below this page)
(there is no text in this article, which is the signature page of Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) independent directors’ independent opinions on matters related to the ninth meeting of the Fourth Board of directors) signature of independent directors:
Wang Qinggang, Xiao Youmei
Zhu Yan
specific date
