Guangdong Greenway Technology Co.Ltd(688345)
Independent opinions of independent directors on matters related to the 23rd Meeting of the first board of directors
Guangdong Greenway Technology Co.Ltd(688345) (hereinafter referred to as “the company”) held the 23rd Meeting of the first board of directors on May 19, 2022, In accordance with the company law of the people’s Republic of China (“the company law”), the securities law of the people’s Republic of China (“the securities law”), the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (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, And the Guangdong Greenway Technology Co.Ltd(688345) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions. As an independent director of the company, I have carefully reviewed the relevant materials provided by the board of directors. Based on the attitude of being responsible to the company and all shareholders and the principle of seeking truth from facts, I hereby express the following independent opinions on the relevant matters of the 23rd Meeting of the first board of directors of the company:
1、 Independent opinions on matters related to the adjustment of the restricted stock incentive plan in 2022
We believe that the company’s adjustment of the incentive objects and the number of awards granted for the first time in the 2022 restricted stock incentive plan complies with the relevant provisions of the measures for the administration of equity incentive of listed companies and the incentive plan (Draft). The decisions made have fulfilled the necessary review and approval procedures, and there is no damage to the interests of the company and shareholders. The adjusted incentive objects have the qualifications specified in the company law, securities law, articles of association and other laws, regulations and normative documents, meet the incentive object conditions specified in the administrative measures, and their subject qualification as the first incentive object granted by the company’s restricted stock incentive plan in 2022 is legal and effective.
In conclusion, we agree that the company will make corresponding adjustments to the incentive objects and the number of awards granted for the first time in the 2022 restricted stock incentive plan.
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 determined that the first grant date of the company’s 2022 restricted stock incentive plan (hereinafter referred to as the “incentive plan”) is May 19, 2022, which complies with the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws Administrative regulations and relevant provisions on the grant date in the company’s 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”) and its abstract.
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, administrative regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
3. The incentive objects determined by the company for the first time to grant restricted shares comply with the relevant laws and regulations and the provisions on the qualification of the incentive plan in the articles of association, the incentive object conditions specified in the management measures and the scope of incentive objects specified in the incentive plan (Draft). As the subject qualification of the incentive object first granted by the company in 2022, it is legal and effective.
4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
5. Related directors have avoided voting on relevant proposals in accordance with the company law, the securities law, the administrative measures and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association, which shall be deliberated and voted by non related directors.
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 sense of responsibility and mission of the company’s directors, senior managers, core technicians and other personnel deemed by the board of directors to realize the sustainable and healthy development of the company, and is conducive to sustainable development without damaging the interests of the company and all shareholders.
In conclusion, we agree that the first grant date of the incentive plan of the company is May 19, 2022, and agree to grant 934000 restricted shares to 128 incentive objects at the grant price of 26.00 yuan / share.
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Independent directors: Li Yanwen, Wang Hongqiang May 19, 2022
