Chongqing Baiya Sanitary Products Co.Ltd(003006)
Independent directors' opinions on the fourth meeting of the third board of directors
Independent opinions on relevant matters
In accordance with the rules for independent directors of listed companies, the governance standards for listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the articles of association and other relevant provisions of the China Securities Regulatory Commission, As an independent director of Chongqing Baiya Sanitary Products Co.Ltd(003006) (hereinafter referred to as "the company"), based on the independent, prudent and objective position, we express independent opinions on the relevant matters considered at the fourth meeting of the third board of directors as follows: I. independent opinions on the prediction of daily connected transactions in 2022
After verification, we believe that the expected events of related party transactions in 2022 meet the actual operation and development needs of the company. All expected related party transactions are carried out in strict accordance with relevant agreements, the pricing is fair, the related party transactions are fair and reasonable, and there is no damage to the interests of the company and all shareholders, especially minority shareholders. Related directors abstained from voting during the deliberation of the proposal, and the deliberation procedures comply with the provisions of relevant laws and regulations. Agree to the implementation of the matter.
2、 Independent opinions on adjusting the list and number of incentive objects granted for the first time under the stock option and restricted stock incentive plan in 2021
After verification, we believe that:
The list and number of incentive objects granted for the first time in the company's 2021 stock option and restricted stock incentive plan (hereinafter referred to as the "incentive plan") are adjusted based on the actual situation of the company, and the adjustment items comply with the administrative measures for equity incentive of listed companies (hereinafter referred to as the administrative measures) and other laws and regulations Normative documents and relevant provisions of Chongqing Baiya Sanitary Products Co.Ltd(003006) 2021 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as "incentive plan (Draft)"). The adjusted incentive objects are not prohibited from being granted incentive rights and interests, meet the scope of incentive objects specified in the incentive plan (Draft), and the subject qualification of incentive objects is legal and effective.
This adjustment is within the scope of authorization given to the board of directors by the company's second extraordinary general meeting in 2021. Relevant approval procedures have been performed, and the adjustment procedures are legal and compliant.
This adjustment does not damage the legitimate interests of the company and all shareholders.
In conclusion, we unanimously agree that the board of directors of the company will adjust the list and number of incentive objects granted for the first time under the stock option and restricted stock incentive plan in 2021.
3、 Independent opinions on the first grant of stock options and restricted stocks to the incentive objects of the stock options and restricted stock incentive plan in 2021
After verification, we believe that:
1. The board of directors of the company determines that the first grant date of the incentive plan is January 14, 2022, and the determination of the grant date is in line with the relevant provisions on the grant date in the management measures and the incentive plan (Draft).
2. The incentive objects granted for the first time in the incentive plan comply with the scope of incentive objects specified in the administrative measures and other relevant laws and regulations, normative documents and the incentive plan (Draft), and their subject qualification as incentive objects in the incentive plan is legal and effective.
3. Neither the company nor the adjusted incentive objects are allowed to grant / receive stock options and restricted shares, and the grant conditions of this incentive plan have been met.
4. The company does not provide loans, loan guarantees or any other financial assistance to the incentive objects. 5. The company's implementation of this incentive plan is conducive to further optimize the corporate governance structure, improve the company's long-term incentive mechanism, improve the company's assessment and incentive system, realize the company's development strategy and business objectives, and contribute to the sustainable development of the company. There is no situation that damages the legitimate interests of the company and all shareholders.
In conclusion, we believe that the grant conditions specified in the incentive plan of the company have been met, and we unanimously agree that the first grant date of the incentive plan is January 14, 2022, and agree to grant 1293200 stock options to 454 incentive objects and 2552500 restricted shares to 83 incentive objects.
Independent directors: Hou Qian, Jiang Jihai, Yan Guowan January 14, 2022
