Beijing Spc Environment Protection Tech Co.Ltd(002573)
Independent directors’ comments on relevant matters of the 38th meeting of the Fifth Board of directors
Independent opinions expressed
In accordance with the rules for independent directors of listed companies, the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the stock listing rules of Shenzhen Stock Exchange, the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 – business handling, the articles of association and other relevant provisions, we are independent directors of Beijing Spc Environment Protection Tech Co.Ltd(002573) (hereinafter referred to as the “company”), Independent opinions on relevant matters of the 38th meeting of the 5th board of directors are as follows:
1、 Independent opinions on adjusting the list of incentive objects and the number of granted rights and interests of the restricted stock incentive plan in 2022
The company’s adjustment of the list of incentive objects and the number of granted rights and interests of the restricted stock incentive plan in 2022 (hereinafter referred to as the “incentive plan”) complies with the relevant provisions on the adjustment of equity incentive plan in laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the self discipline supervision guide for listed companies of Shenzhen Stock Exchange No. 1 – business handling, and has performed the necessary procedures, The adjustment procedure is legal and compliant, and there is no situation that damages the interests of the company and all shareholders. The adjusted incentive objects are all in the list of incentive objects determined by the incentive plan approved by the company’s second extraordinary general meeting in 2022. There is no prohibition on the granting of restricted shares, and the subject qualification of incentive objects is legal and effective. Therefore, we unanimously agree that the company will adjust matters related to the restricted stock incentive plan.
2、 Independent opinions on granting restricted shares to incentive objects for the first time
1. According to the authorization of the company’s second extraordinary general meeting in 2022, the board of directors determined that the first grant date of the incentive plan is May 18, 2022, which is in line with the administrative measures and the relevant provisions of the incentive plan on the grant date.
2. The company is not prohibited from implementing the incentive plan as stipulated in the management measures and other laws, regulations and normative documents. The company has the subject qualification to implement the incentive plan.
3. The incentive objects granted with restricted shares for the first time by the company comply with the qualifications and conditions as incentive objects stipulated in the company law, the securities law, the administrative measures, the self discipline supervision guide for listed companies of Shenzhen Stock Exchange No. 1 – business handling and other laws and regulations, as well as the articles of association. There is no prohibition on the granting of restricted shares stipulated in the administrative measures, The incentive objects meet the scope of incentive objects specified in the incentive plan, and the subject qualification of incentive objects is legal and effective.
4. Neither the company nor the incentive object is allowed to grant restricted shares, and the conditions for granting Restricted Shares specified in this incentive plan have been met.
5. The company has no plans or arrangements to provide loans, loan guarantees or any other form of financial assistance to incentive objects.
6. When the board of directors deliberated on the matters related to the first grant, the related directors have avoided voting in accordance with relevant regulations, and the deliberation and voting procedures comply with the provisions of relevant laws, regulations, normative documents and the articles of association. The company’s implementation of this incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, enhance the company’s directors, senior managers and core backbone’s sense of responsibility and mission for the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
To sum up, we believe that the subject qualification of the incentive objects first granted in this incentive plan is legal and valid, and the determined grant date meets the relevant regulations. We agree that the first grant date of this incentive plan is May 18, 2022, and the company will grant 33.68 million restricted shares to 197 incentive objects who meet the grant conditions at a grant price of 3.45 yuan / share.
Independent director: Luo Jianhua, Wang Hua, Zhang Min May 18, 2002
