Weihai Guangwei Composites Co.Ltd(300699)
Independent directors' opinions on the 11th meeting of the third board of directors
Independent opinions on relevant proposals
In accordance with the relevant provisions of relevant laws, regulations and rules, such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, the rules for independent directors of listed companies, the articles of association of Weihai Guangwei Composites Co.Ltd(300699) (hereinafter referred to as the "company"), the working system of independent directors and other relevant laws, regulations and rules, we, as independent directors of the third board of directors of the company, with a rigorous and responsible attitude, I have carefully supervised and deliberated the relevant matters considered at the 11th meeting of the third board of directors of the company, and based on my independent judgment, I express the following independent opinions:
1、 Independent opinions on matters related to the adjustment of the restricted stock incentive plan in 2022
The independent directors believe that the adjustment of the list of incentive objects granted for the first time in the restricted stock incentive plan in 2022 complies with the relevant provisions on the adjustment of incentive plan in laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of equity incentive of listed companies, and has performed the necessary procedures. This adjustment is within the scope of authorization of the company's 2021 annual general meeting of shareholders. The adjustment procedure is legal and compliant, and there is no damage to the interests of the company and shareholders. After this adjustment, the number of incentive objects granted for the first time is adjusted from 138 to 137; The number of restricted shares granted in this incentive plan was adjusted from 6.25 million shares to 6.225 million shares, of which the number of restricted shares granted for the first time was adjusted from 5 million shares to 4.98 million shares, and the restricted shares reserved for grant was adjusted from 1.25 million shares to 1.245 million shares. We agree to the company's adjustment of matters related to the restricted stock incentive plan in 2022.
2、 Independent opinions on granting restricted shares to incentive objects for the first time
1. According to the authorization of the company's 2021 annual general meeting of shareholders, the board of directors of the company determined that the first grant date of the incentive plan is May 20, 2022, which is in line with the provisions on the grant date in the management measures and the incentive plan of the company.
2. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
3. The first granted incentive objects determined in the incentive plan of the company meet the conditions specified in the management measures and other relevant laws, regulations and normative documents, meet the scope of incentive objects specified in the incentive plan of the company, and their subject qualifications as the incentive objects of the incentive plan are legal and effective.
4. Neither the company nor the incentive object is allowed to grant restricted shares, and the granting conditions of the company's incentive plan have been met.
5. The funds for the incentive object to subscribe for restricted shares are all self raised funds. The company does not provide loans and other forms of financial assistance for any incentive object to obtain relevant restricted shares in accordance with this incentive plan, including providing guarantee for its loans.
6. The company's implementation of this incentive plan is conducive to further improve the corporate governance structure, establish and improve the company's long-term incentive and restraint mechanism, enhance the company's core team's sense of responsibility and mission to realize the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not harm the interests of the company and all shareholders.
In conclusion, we agree that the first grant date of the company's equity incentive plan is May 20, 2022, and agree to grant 4.98 million restricted shares to 137 incentive objects at the grant price of 26.67 yuan / share.
3、 Independent opinions on the establishment of wholly-owned subsidiaries by the company's foreign investment
The company's foreign investment in the establishment of a wholly-owned subsidiary is conducive to concentrating energy and resources, further exploring the development space of composite business, expanding the company's scale and improving the company's profitability. This matter is in line with the company's strategic development needs. The deliberation and voting procedures of the board of directors on the proposal comply with relevant laws, regulations and the articles of association. The voting procedures are legal and effective and will not harm the interests of the company and all shareholders, especially minority shareholders. We express our independent opinions on the company's foreign investment and establishment of a wholly-owned subsidiary.
Independent directors: Meng Hong, Tian Wenguang and Li Wentao May 20, 2022
