Shanxi Taigang Stainless Steel Co.Ltd(000825) : independent opinions of independent directors on matters related to granting restricted shares to incentive objects

Shanxi Taigang Stainless Steel Co.Ltd(000825) independent director

Independent opinions on matters related to granting restricted shares to incentive objects

Based on the opinions of the board of directors of listed companies and the guidelines on the establishment of independent company governance in Shenzhen Stock Exchange, The independent opinions on matters related to the granting of restricted shares to incentive objects considered at the 25th meeting of the eighth board of directors of the company are as follows:

1. According to the authorization of the company’s 2021 annual general meeting of shareholders, the board of directors determined that the grant date of the company’s 2021 A-share restricted stock incentive plan was May 19, 2022. The determination of the grant date was in line with relevant laws and regulations and the provisions of the company’s incentive plan on the grant date, and the review procedure was legal and effective.

2. The incentive object meets the incentive object conditions specified in the administrative measures for equity incentive of listed companies and other relevant laws, regulations and normative documents, meets the incentive scope specified in the company’s incentive plan, and the subject qualification as an incentive object is legal and effective.

3. Neither the company nor the incentive object is allowed to grant restricted shares, and the granting conditions specified in the company’s incentive plan have been met.

4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.

5. When the board of directors of the company deliberated the grant proposal, the related directors have avoided voting on the relevant proposal in accordance with the company law, the securities law, the measures for the administration of equity incentive of listed companies and other laws, regulations and normative documents, as well as the relevant provisions of the articles of Association.

6. The company’s implementation of this restricted stock incentive plan is conducive to further improve the corporate governance structure, establish and improve the company’s long-term incentive mechanism, attract and retain talents, fully mobilize the enthusiasm of core employees, effectively combine the interests of shareholders, the company and employees, and enhance the sense of responsibility and mission of the company’s management team and business backbone for the sustainable and healthy development of the company, It 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 unanimously agree that the company will grant 36.65 million restricted shares to 281 incentive objects who meet the grant conditions with 3.69 yuan / share on May 19, 2022 as the grant date.

independent director:

Li Duansheng, Mao Xinping

Liu Xinquan, Wang Jianhua

May 19, 2002

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