Gree Electric Appliances Inc.Of Zhuhai(000651) independent director
Independent opinions on matters related to the fifth meeting of the 12th board of directors
As an independent director of Gree Electric Appliances Inc.Of Zhuhai(000651) (hereinafter referred to as ” Gree Electric Appliances Inc.Of Zhuhai(000651) ” or “the company”), we are in accordance with the rules for independent directors of listed companies of China Securities Regulatory Commission, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association of Gree Electric Appliances Inc.Of Zhuhai(000651) and the working system of Gree Electric Appliances Inc.Of Zhuhai(000651) independent directors, Independent opinions on matters related to the fifth meeting of the 12th board of directors are as follows:
1、 Proposal on Gree Electric Appliances Inc.Of Zhuhai(000651) phase II employee stock ownership plan (Draft)
1. The company is not prohibited from implementing the employee stock ownership plan as stipulated in the guidance on the pilot implementation of the employee stock ownership plan by listed companies and other laws, regulations and normative documents of the CSRC.
2. The contents of Gree Electric Appliances Inc.Of Zhuhai(000651) phase II employee stock ownership plan (Draft) comply with the provisions of relevant laws, regulations and normative documents such as the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies. There is no situation that damages the interests of the company and all shareholders, or forces employees to participate in the employee stock ownership plan by means of apportionment and forced distribution. The holders determined in the employee stock ownership plan meet the conditions specified in relevant laws, regulations and normative documents, and the subject qualification is legal and effective.
3. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the holders.
4. The company’s implementation of ESOP is conducive to improving and perfecting the company’s incentive mechanism, effectively mobilizing the enthusiasm and creativity of the company’s management and employees, improving the cohesion of all employees and the competitiveness of the company, establishing the benefit sharing mechanism between workers and owners, making the interests of employees more closely combined with the long-term development of the company and realizing the sustainable development of the company.
5. The affiliated directors of the employee stock ownership plan have avoided voting according to relevant regulations, and the deliberation and decision-making procedures of the board of directors are legal and compliant.
To sum up, we unanimously agree that the company will implement the second phase of employee stock ownership plan and agree to submit relevant proposals to the general meeting of shareholders for deliberation.
2、 Proposal on adjusting the performance evaluation indicators of Gree Electric Appliances Inc.Of Zhuhai(000651) phase I ESOP
After verification, we believe that the performance evaluation indicators of the first phase of the adjustment of the company’s employee stock ownership plan comply with the provisions of relevant laws and regulations such as the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies, the related directors have avoided voting according to relevant provisions, and the deliberation and decision-making procedures of the board of directors are legal and compliant.
The company adjusts the performance assessment indicators of the first phase of the employee stock ownership plan according to the impact of the actual pressure faced by production and operation on the business performance, which is conducive to fully mobilize the enthusiasm of employees and ensure the steady growth of the company’s future performance under the impact of severe external situation, without damaging the interests of the company and all shareholders.
We unanimously agree that the company will adjust the performance evaluation indicators of the first phase of the employee stock ownership plan, and agree to submit the proposal to the general meeting of shareholders for deliberation.
Gree Electric Appliances Inc.Of Zhuhai(000651)
Independent directors: Liu Shuwei, Wang Xiaohua, Xing Ziwen and Zhang Qiusheng May 20, 2002
