Aerospace Ch Uav Co.Ltd(002389) independent director
The independent opinions on relevant matters of the 36th meeting of the 5th board of directors are in accordance with the guiding opinions on the establishment of independent director system in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the measures for the Administration of equity incentive of listed companies (hereinafter referred to as the “management measures”) As an independent director of the company, the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (hereinafter referred to as the “guidelines”) and other relevant laws and regulations and the relevant provisions of the articles of association, he expressed the following independent opinions on the relevant matters considered at the 36th meeting of the Fifth Board of directors of the company:
1、 Deliberating the proposal on adjusting the number of restricted stock incentive plans granted in 2021
After careful review of the proposal, we believe that:
The adjustment (hereinafter referred to as “this adjustment”) to the number of restricted stock incentive plan in 2021 (hereinafter referred to as “this incentive plan”) is due to the fact that the incentive objects actually subscribed for the restricted stock of this incentive plan are less than the incentive objects originally determined in this incentive plan, And the actual subscription amount of individual incentive objects is less than the original grant amount determined in the incentive plan. This adjustment is in line with the relevant provisions of the administrative measures and the company’s 2021 restricted stock incentive plan; The content of this adjustment is within the authorization of the board of directors of the company at the first extraordinary general meeting of shareholders in 2022, and the procedure of this adjustment is legal and compliant; This adjustment does not damage the interests of the company and all shareholders.
To sum up, we agree to adjust the number of restricted shares granted in the company’s incentive plan.
2、 Deliberating the proposal on granting restricted shares to incentive objects
After careful review of the proposal, we believe that:
1. The company is not prohibited to implement the equity incentive plan as stipulated in the management measures, work guidelines and other relevant laws and regulations, and has the subject qualification to implement the equity incentive plan.
2. The conditions for granting restricted shares to the incentive object specified in the incentive plan have been met.
3. The incentive objects granted by the incentive plan have the qualifications and incentive object conditions specified in the management measures, work guidelines and other relevant laws and regulations and the articles of association, and their subject qualifications are legal and effective.
4. The board of directors determined that the grant date of restricted shares in the company’s incentive plan was January 11, 2022, which was in accordance with the administrative measures and other relevant laws and regulations as well as the provisions on the grant date in the incentive plan.
5. The company has no plans or arrangements to provide loans, loan guarantees or other financial assistance to the granted incentive objects.
In conclusion, we unanimously agree to grant 9161500 restricted shares to 272 incentive objects meeting the grant conditions at the grant price of RMB 12.80 per share on January 11, 2022.
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(there is no text on this page, which is the signature page of Aerospace Ch Uav Co.Ltd(002389) independent directors’ independent opinions on matters related to the 36th meeting of the Fifth Board of directors) independent director (signature)
(MA Dongli) (Chang Ming) (Xu Jianjun) MM DD YY
