Zhongyan Technology Co.Ltd(003001) independent director
On relevant matters of the 31st meeting of the second board of directors of the company
separate opinion
In accordance with the rules for independent directors of listed companies, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures"), 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, As an independent director of Zhongyan Technology Co.Ltd(003001) (hereinafter referred to as "the company"), based on the position of independent judgment, in a prudent and responsible attitude, and after carefully reviewing the relevant materials of the meeting, we hereby express independent opinions on the relevant matters considered at the 31st meeting of the second board of directors of the company as follows:
1、 Independent opinions on adjusting the number of reserved restricted shares in the restricted stock incentive plan in 2021 and granting reserved restricted shares to incentive objects
1. The company's adjustment of the number of restricted shares reserved for grant this time complies with the provisions of the company's restricted stock incentive plan for 2021 (Draft) and relevant laws and regulations, the procedures are legal and compliant, and will not have a material impact on the company's financial status and operating results.
2. According to the authorization of the company's first extraordinary general meeting in 2021, the board of directors determined that the grant date of some restricted shares reserved in the incentive plan was January 14, 2022, which was in line with the relevant provisions on the grant date in the management measures and incentive plan.
3. The incentive objects reserved for granting rights and interests of some restricted shares this time meet the incentive object conditions specified in the administrative measures and other relevant laws, regulations and normative documents, meet the incentive object scope specified in the incentive plan, and there is no situation that they shall not become incentive objects specified in the administrative measures, Its subject qualification as the incentive object of some restricted shares reserved in the company's incentive plan is legal and effective.
4. Neither the company nor the incentive object is allowed to grant restricted shares, and the conditions set by the company for reserving some restricted shares for incentive objects to be granted restricted shares have been met.
5. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
6. The company's implementation of this incentive plan is conducive to further improve the corporate governance structure, improve the company's incentive mechanism, enhance the company's management team and business backbone's sense of responsibility and mission for the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
To sum up, the independent directors of the company unanimously agreed to adjust the number of restricted shares reserved for grant, and agreed to determine that the grant date of some restricted shares reserved for the restricted stock incentive plan in 2021 was January 14, 2022, and 388893 restricted shares were granted to 10 incentive objects who met the grant conditions.
Independent directors: Song Erxiang, Gao average, Zhang Xinwei January 14, 2022
