Independent opinions of independent directors on relevant matters of the company
As an independent director of Hengbao Co.Ltd(002104) (hereinafter referred to as “the company”), based on independent judgment, in accordance with the measures for the administration of securities issuance of listed companies, the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations and the articles of association, We express our independent opinions on the relevant proposals and related matters of the company considered at the 17th interim meeting of the seventh board of directors as follows:
1、 Independent opinions on cancellation of some stock options in 2021 stock option incentive plan
After verification, we believe that the cancellation of part of the stock options granted but not exercised in the 2021 stock option incentive plan of the company complies with the provisions of the 2021 stock option incentive plan (Draft) and relevant laws and regulations, the cancellation reasons and quantity are legal and compliant, and the review procedures are legal and compliant. The cancellation of some stock options will not affect the continuous implementation of the company’s 2021 stock option incentive plan (Draft), affect the company’s continuous operation, or damage the interests of the company and all shareholders. We agree that the company will cancel some stock options granted but not exercised in accordance with the 2021 stock option incentive plan (Draft) and relevant regulations.
2、 Independent opinions on the achievement of exercise conditions in the first exercise period of the first grant of part of the company’s stock option incentive plan in 2021
After verification, we believe that:
(I) the company meets the conditions for the implementation of the equity incentive plan stipulated in the administrative measures for equity incentive of listed companies and the company’s 2021 stock option incentive plan (Draft), and the company has the subject qualification for the implementation of the equity incentive plan, and there are no circumstances in which the company is not allowed to exercise its rights in the provisions.
(II) the 118 incentive objects exercisable this time have met the exercise conditions specified in the company’s 2021 stock option incentive plan (Draft), and their subject qualification as incentive objects in the first exercise period of the first part of the company’s 2021 stock option incentive plan is legal and effective.
(III) the company’s 2021 stock option incentive plan does not violate the provisions of relevant laws and regulations on the exercise arrangement of stock options of each incentive object (including exercise period, exercise conditions, exercise price, etc.). The deliberation and decision-making procedure of the board of directors is legal and effective, and there is no damage to the interests of the company and shareholders.
(IV) the company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects of this exercise, and this exercise does not damage the interests of the company and all shareholders.
To sum up, we unanimously agree with the arrangement of the board of directors of the company on the exercise of some stock options granted for the first time in the 2021 stock option incentive plan.
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Cai Zhenghua, Chen Xuejiao, Ding Hong
May 19, 2002
