Beijing Beetech Inc(300667) board of supervisors
The verification opinions on the company's restricted stock incentive plan (Draft) in 2022 are in accordance with the relevant laws, regulations and normative documents such as the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures") of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the provisions of the Beijing Beetech Inc(300667) articles of Association (hereinafter referred to as the "articles of association"), The board of supervisors of Beijing Beetech Inc(300667) (hereinafter referred to as "the company"), after reviewing the relevant documents and fully discussing the relevant matters of Beijing Beetech Inc(300667) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as "incentive plan (Draft)", expressed the following opinions:
1. The company does not have any circumstances that prohibit the implementation of the equity incentive plan as stipulated in the administrative measures and other laws and regulations, including: (1) the financial accounting report of the latest fiscal year was issued with a negative opinion or an audit report that could not express an opinion by the certified public accountant; (2) The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant; (3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing; (4) Equity incentive is not allowed according to laws and regulations; (5) Other circumstances recognized by the CSRC. The company is qualified to implement the equity incentive plan.
2. The incentive objects determined in the restricted stock incentive plan of the company are the senior management of the company, the management personnel and core technical (business) backbone employees of Beijing Zhuoli Hanguang Instrument Co., Ltd. (hereinafter referred to as "Zhuoli Hanguang") (including its subsidiaries), who have signed labor contracts or employment contracts with Zhuoli Hanguang (including its subsidiaries), including an employee from Taiwan, China, It does not include the current independent directors and supervisors of the company, nor does it include the shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. Ding Yue, the former shareholder of Zhuo lihanguang and the current senior manager of the listed company, is the incentive object. As this equity incentive is the agreement of the asset purchase agreement and its supplementary agreement for Beijing Beetech Inc(300667) 2019 major asset restructuring, and Ding Yue has made great contributions to the rapid development of the listed company. Therefore, the incentive plan takes Ding Yue as the incentive object, which is in line with the actual situation and development needs of the company and the provisions of the listing rules and other relevant laws and regulations, and is necessary and reasonable. The incentive object of this incentive plan also includes xutengxiang, an employee in Taiwan, China, who is the original shareholder of Zhuoli Hanguang and plays an important role in the company's operation and management, technology research and development, business development, etc. The company's inclusion of the person from Taiwan, China in the scope of the incentive objects of the equity incentive plan can further promote the construction of the company's diversified team, retain core talents, be conducive to the long-term healthy and sustainable development of the company and safeguard the long-term interests of the company's shareholders.
The incentive object does not have the following circumstances: (1) it has been identified as an inappropriate candidate by the stock exchange in the last 12 months; (2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices; (3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months; (4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations; (6) Other circumstances recognized by the CSRC.
The incentive objects of this incentive plan meet the incentive object conditions specified in the management measures and the scope of incentive objects specified in the company's incentive plan (Draft), and their subject qualification as the incentive object of the company's restricted stock incentive plan is legal and effective. The company will publicize the names and positions of incentive objects within the company for no less than 10 days before the general meeting of shareholders. The board of supervisors will disclose the review opinions of the board of supervisors on the list of incentive objects and the explanation of publicity five days before the shareholders' meeting considers the equity incentive plan.
3. The formulation, review process and contents of the company's incentive plan (Draft) comply with the provisions of the company law, securities law, management measures and other relevant laws, regulations and normative documents; The granting and attribution of restricted shares to each incentive object did not violate the provisions of relevant laws and regulations, and did not infringe the interests of the company and all shareholders.
4. The company has established and improved the incentive plan and performance evaluation system to ensure the smooth implementation of the company's stock incentive plan and relevant regulations.
5. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
6. The implementation of this restricted stock incentive plan by the company will contribute to the sustainable and healthy development of the listed company, and there is no obvious damage to the interests of the listed company and all shareholders.
To sum up, we believe that the company's implementation of this restricted stock incentive plan is conducive to the sustainable and healthy development of the company, and there is no damage to the interests of the company and all shareholders. We agree to the company's implementation of this restricted stock incentive plan.
Beijing Beetech Inc(300667) board of supervisors may 23, 2022
