Zhejiang Supcon Technology Co.Ltd(688777)
Independent directors’ opinions on the 9th meeting of the 5th board of directors
Independent opinions on relevant matters
As an independent director of Zhejiang Supcon Technology Co.Ltd(688777) (hereinafter referred to as the “company”) in accordance with the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”), the rules for independent directors of listed companies and other laws, administrative regulations, departmental rules and normative documents, as well as the articles of association of Zhejiang Supcon Technology Co.Ltd(688777) (hereinafter referred to as the “articles of association”), We hereby express the following independent opinions on matters related to the ninth meeting of the Fifth Board of directors of the company:
1、 Independent opinions on matters related to the adjustment of restricted stock incentive plan in 2021
We believe that the company’s adjustment to the list of incentive objects and the number of granted rights and interests in the incentive plan complies with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws Regulations, normative documents and relevant provisions of the 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”). This adjustment is within the scope of authorization of the third extraordinary general meeting of shareholders of the company in 2021, the adjustment procedure is legal and compliant, and there is no damage to the interests of the company and shareholders. We agree with the company’s adjustment of the list of incentive objects and the number of granted rights and interests of the incentive plan. After adjustment, the number of incentive objects granted by the company’s incentive plan was adjusted from 1003 to 1002, and the number of restricted shares granted was adjusted from 2993500 shares to 2989500 shares.
2、 Independent opinions on granting restricted shares to the incentive objects of the restricted stock incentive plan in 2021
We believe that the granting conditions of the company’s restricted stock incentive plan in 2021 have been met, and the granting date is January 14, 2022. The granting date complies with the administrative measures and other laws and regulations and the relevant provisions on the granting date in the company’s incentive plan. At the same time, this grant also complies with the provisions on the conditions for the incentive object to be granted restricted shares in this incentive plan, The subject qualification of the incentive object of the incentive plan is valid.
The company’s implementation of the incentive plan is conducive to further improving the corporate governance structure, establishing and improving the company’s incentive and restraint mechanism, enhancing the company’s management team and business backbone’s sense of responsibility and mission for the sustainable and healthy development of the company, conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
We agree that the grant date of the company’s incentive plan is January 14, 2022, and agree to grant 2.9895 million restricted shares to 1002 eligible incentive objects.
3、 Independent opinions on the appointment of senior managers
We believe that Teo Kim hock, Shen Tu Jiuhong and Zhang Lei have relevant professional knowledge and work experience, and have the ability and qualifications to perform relevant responsibilities. There is no case that the company law and the articles of association stipulate that they are not allowed to serve as senior managers of the company, there is no case that they are identified as market prohibited persons by the CSRC and the prohibition has not been lifted, and there is no case that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The above-mentioned personnel meet the qualifications and conditions for serving as senior managers of listed companies stipulated by the CSRC and Shanghai Stock Exchange. We agree to appoint Teo Kim hock, Shen Tu Jiuhong and Zhang Lei as senior managers of the company.
