The 12th meeting of the third board of directors
Guizhou Chanhen Chemical Corporation(002895)
The independent directors\’ independent opinions on relevant matters of the 12th meeting of the third board of directors are in accordance with the requirements of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the administrative measures) and the self discipline supervision guide No. 1 – business handling of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the supervision guide No. 1), As an independent director of Guizhou Chanhen Chemical Corporation(002895) (hereinafter referred to as “the company”), we, in the attitude of being responsible to the company and all shareholders and based on the position of independent judgment, express independent opinions on relevant matters of the 12th meeting of the third board of directors of the company as follows:
Opinions on the company’s 2022 restricted stock incentive plan (Draft)
1. The company is not prohibited to implement the equity incentive plan in accordance with the administrative measures, regulatory guide No. 1 and other laws and regulations, and the company has the subject qualification to implement the equity incentive plan.
2. The incentive objects determined in the 2022 restricted stock incentive plan (Draft) of the company comply with the provisions of the company law, the securities law and the articles of association on job qualifications, as well as the actual needs of the company’s business development. At the same time, all incentive objects are not prohibited from being granted restricted shares as stipulated in the administrative measures, regulatory guide No. 1 and other relevant laws and regulations, and the subject qualification of incentive objects is legal and effective.
3. The content of the company’s restricted stock incentive plan (Draft) for 2022 complies with the provisions of the administrative measures, regulatory guide No. 1 and other relevant laws and regulations The lifting of the sales restriction arrangement (including the granting amount, granting date, granting conditions, granting price, sales restriction period, lifting date, lifting conditions, etc.) does not violate the provisions of relevant laws and regulations, and does not infringe the interests of the company and all shareholders.
4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
5. The company’s implementation of equity incentive plan is conducive to improving the company’s incentive and restraint mechanism and improving the company’s sustainable development ability; Enable operators and shareholders to form a community of interests, improve management efficiency and the enthusiasm, creativity and sense of responsibility of operators and core backbone personnel, and finally improve the company’s performance.
6. When the board of directors of the company deliberated the relevant proposals, the related directors have avoided voting in accordance with the company law, securities law, management measures, articles of association and other laws, regulations and normative documents, and the non related directors shall deliberate and vote.
The 12th meeting of the third board of directors
Effective incentive mechanism, promote the convergence of the interests of the company’s employees and the company’s long-term interests, establish and improve the interest sharing and restraint mechanism among the company, shareholders and core employees, further improve the corporate governance structure and enhance shareholders’ confidence in the company. At the same time, the company has formulated corresponding performance evaluation methods for incentive objects for this equity incentive plan, and established a perfect performance evaluation system and incentive and restraint mechanism to ensure the effective implementation of the incentive plan and promote the realization of the company’s strategic objectives. The equity incentive plan is conducive to the sustainable and healthy development of the company and will not damage the interests of the company and all shareholders. It is agreed that the company will implement the equity incentive plan and submit the proposal to the general meeting of shareholders for deliberation.
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