Nanjing Shenghang Shipping Co.Ltd(001205) independent director
About the 15th meeting of the third board of directors
Independent opinions on relevant proposals
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws, administrative regulations and normative documents, As an independent director of Nanjing Shenghang Shipping Co.Ltd(001205) (hereinafter referred to as “the company”), we reviewed the relevant proposals submitted to the board of directors for deliberation. After careful review of relevant documents, the independent opinions are as follows:
1、 Independent opinions on the proposal on adjusting the list and number of incentive objects granted for the first time under the restricted stock incentive plan in 2021
After verification, we believe that:
The company has fulfilled the necessary review procedures for the adjustment of the list of incentive objects and the number of incentives granted for the first time in the 2021 restricted stock incentive plan (hereinafter referred to as the “incentive plan”), which is in line with the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the provisions on adjustment matters in the incentive plan. The adjustment is within the scope of authorization of the fourth extraordinary general meeting of shareholders in 2021 to the board of directors of the company. The adjustment procedure is legal and compliant, and there is no damage to the interests of the company and all shareholders. Therefore, we unanimously agree to adjust the list and number of incentive objects granted for the first time in the company’s restricted stock incentive plan in 2021.
2、 Independent opinions on the proposal on granting restricted shares to incentive objects for the first time
After verification, we believe that:
1. According to the authorization of the fourth extraordinary general meeting of shareholders in 2021, the board of directors of the company determined that the first grant date of the company’s 2021 restricted stock incentive plan (hereinafter referred to as “the incentive plan”) is January 13, 2022, The grant date complies with the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws and regulations and the relevant provisions on the grant date in this incentive plan, and the review procedure is legal and effective.
2. 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.
3. The incentive objects granted restricted shares by the company this time meet the incentive object conditions specified in the management measures, meet the incentive object scope specified in the incentive plan, and the subject qualification of the incentive object is legal and effective. 4. Neither the company nor the incentive object is prohibited from granting restricted shares, and the granting conditions specified in the company’s incentive plan have been met.
5. The company has no plans or arrangements to provide loans, loan guarantees or other financial assistance to incentive objects.
6. The company’s implementation of this incentive plan is conducive to further improve the company’s corporate governance structure, establish and improve the company’s long-term incentive mechanism, effectively combine the interests of shareholders, the interests of the company and the personal interests of the core team, and will not damage the interests of the company and all shareholders.
7. When the board of directors of the company deliberated on relevant proposals, related directors avoided voting on relevant proposals, and the company’s procedures for granting restricted shares to incentive objects were legal and compliant.
In conclusion, we believe that the grant conditions specified in the incentive plan of the company have been met, agree that the first grant date of the incentive plan of the company is January 13, 2022, and agree to grant 1.68 million restricted shares to 50 eligible incentive objects at the grant price of RMB 11.7/share.
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(there is no text below, which is the signature page of Nanjing Shenghang Shipping Co.Ltd(001205) independent directors’ independent opinions on matters related to the 15th meeting of the third board of directors) signature of independent directors:
Zhou Youmei, Wang Xuefeng
Liu Rong
January 13, 2022
