Guangzhou Shiyuan Electronic Technology Company Limited(002841)
Independent directors’ opinions on relevant matters of the 11th meeting of the 4th board of directors
Independent opinion of
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the governance standards of listed companies, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the Guangzhou Shiyuan Electronic Technology Company Limited(002841) articles of association and the Guangzhou Shiyuan Electronic Technology Company Limited(002841) working system of independent directors As an independent director of Guangzhou Shiyuan Electronic Technology Company Limited(002841) (hereinafter referred to as “the company”), we express independent opinions on the relevant matters of the 11th meeting of the Fourth Board of directors as follows:
1、 Independent opinions on granting stock options to reserved incentive objects in 2021 stock option incentive plan
1. The board of directors determined that the reserved grant date of the company’s 2021 stock option incentive plan (hereinafter referred to as the “incentive plan”) is January 14, 2022, which complies with the relevant provisions on the grant date in the administrative measures for equity incentive of listed companies and the incentive plan of the company;
2. The company’s determination of the grant price of reserved stock options this time complies with the relevant laws, regulations, normative documents and the provisions on the determination of the grant price in the incentive plan;
3. The incentive objects determined by the company in this reserved grant comply with the measures for the administration of equity incentive of listed companies, incentive plan and other relevant provisions, and the subject qualification of the incentive objects is legal and effective;
4. Neither the company nor the incentive object is allowed to grant stock options, and the conditions for granting stock options specified in the incentive plan of the company have been met;
5. The implementation of the equity incentive plan will help the company further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s core management personnel and core technical (business) personnel, and effectively combine the interests of shareholders, the company and employees, Enable all parties to pay common attention to the long-term development of the company and ensure the realization of the company’s development strategy and business objectives.
To sum up, we agree that the reserved grant date of the company’s incentive plan is January 14, 2022, and agree to grant 885000 stock options to 144 incentive objects who meet the grant conditions, with an exercise price of 57.70 yuan / share.
2、 Independent opinion on termination of investment agreement
After verification, up to now, the land for the project has not been publicly transferred. If the company terminates this investment, it will not have a significant impact on the company’s existing business and business development, nor will it have an adverse impact on the company’s financial status and operating results. The company’s decision-making and approval procedures comply with the provisions of relevant laws and regulations, and there is no situation that damages the interests of the listed company and all shareholders. Therefore, we agree with the company to terminate this foreign investment and related agreements.
3、 Independent opinions on foreign guarantee provided by wholly-owned subsidiaries
Chongqing Shiyuan Technology Co., Ltd. (hereinafter referred to as “Chongqing Shiyuan”), a wholly-owned subsidiary of the company, provides guarantee for the migrant workers\’ wage payment obligation of the project contractor, handles the migrant workers\’ wage deposit guarantee, and the guarantee risk is controllable, which is conducive to the normal development of the construction project and meets the actual needs of the company’s project construction and operation development. The guarantee contents and decision-making procedures comply with the requirements of relevant provisions such as the Listing Rules of Shenzhen Stock Exchange, the articles of association of Guangzhou Shiyuan Electronic Technology Company Limited(002841) and the management system of Guangzhou Shiyuan Electronic Technology Company Limited(002841) external guarantee, and are in line with the overall interests of the company, without damaging the interests of the company and shareholders. Therefore, we unanimously agree that Chongqing Shiyuan, a wholly-owned subsidiary of the company, provides guarantee for the migrant workers\’ wage payment obligation of the project contractor and issues migrant workers\’ wage deposit guarantee, with the guarantee amount not exceeding 3.1878 million yuan.
Guangzhou Shiyuan Electronic Technology Company Limited(002841) independent directors: Lin bin, Liu Heng, Huang Jiwu January 15, 2022
