China Railway Group Limited(601390) independent director
Independent opinions on the first granting of restricted shares to the incentive objects of the company’s restricted stock incentive plan in 2021
According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies, the stock listing rules of Shanghai Stock Exchange, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China) According to the articles of association of China Railway Group Limited(601390) and other relevant provisions, as the independent director of China Railway Group Limited(601390) (hereinafter referred to as the “company”), we are based on an independent and objective position with a prudent and responsible attitude, After careful review of the proposal on granting restricted shares to the incentive objects of the company’s restricted stock incentive plan in 2021 deliberated at the 13th meeting of the Fifth Board of directors of the company, we express the following opinions:
1. The conditions for granting restricted shares to incentive objects specified in the China Railway Group Limited(601390) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)” or “this incentive plan”) have been met.
2. The number of incentive objects actually granted this time is 732, all of whom are among the incentive objects determined in the incentive plan (Draft) and its summary deliberated and adopted by the company’s second extraordinary general meeting of shareholders in 2021, the first A-share shareholders’ meeting in 2021 and the first H-share shareholders’ meeting in 2021, all of which comply with the management measures and other relevant laws The conditions of incentive objects specified in laws and regulations and normative documents meet the scope of incentive objects specified in the incentive plan. The incentive objects determined this time are not prohibited from being granted restricted shares as stipulated in the administrative measures, and their subject qualification as incentive objects of the incentive plan is legal and effective.
3. The company is not allowed to grant restricted shares, and there are no plans or arrangements to provide loans, loan guarantees or other forms of financial assistance for incentive objects. It is qualified to implement the equity incentive plan.
4. According to the authorization of the company’s second extraordinary general meeting in 2021, the first A-share shareholders’ meeting in 2021 and the first H-share shareholders’ meeting in 2021, the board of directors determined that the first grant date of the company’s restricted shares was January 17, 2022, which was in line with the relevant Provisions on the grant date in the management measures and the incentive plan (Draft).
5. The company’s implementation of this incentive plan is conducive to further improving the corporate governance structure, improving the company’s incentive mechanism, enhancing the sense of responsibility and mission of the middle and senior managers and key personnel of the company 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 to grant 180 million restricted shares to 732 eligible incentive objects on January 17, 2022 as the first grant date. China Railway Group Limited(601390) independent directors:
Zhong Ruiming, Zhang chengxiulong
January 17, 2022
