China Greatwall Technology Group Co.Ltd(000066) : independent opinions of independent directors on cancellation of stock options not exercised in the second exercise period of the first stock option incentive plan

China Greatwall Technology Group Co.Ltd(000066) independent director

Independent opinions on cancellation of stock options not exercised in the second exercise period of the first stock option incentive plan

As an independent director of China Greatwall Technology Group Co.Ltd(000066) (hereinafter referred to as the “company” or “listed company”), in accordance with the rules for independent directors of listed companies, the standards for governance of listed companies, the articles of association of China Greatwall Technology Group Co.Ltd(000066) (hereinafter referred to as the “company”), the stock listing rules of Shenzhen Stock Exchange and the measures for the administration of equity incentive of listed companies In accordance with the relevant provisions of the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic), the notice on issues related to the standardization of the implementation of equity incentive system by state-controlled listed companies, and based on the attitude of being responsible to the company, all shareholders and investors, after consulting the relevant provisions, Fully reviewed the relevant materials of the 77th meeting of the seventh board of directors of the company on the matters related to the completion of independent exercise in the second exercise period of phase I equity incentive plan and the proposal on changing the registered capital, total share capital and amending the articles of association, On January 15, 2022, he expressed the following independent opinions: the second exercise period of the first phase of the company’s stock option incentive plan expired on January 14, 2022, all 515 incentive objects of the company’s stock option exercisable had been exercised, and the number of stock options exercised during the exercise period was 12013883. According to relevant regulations, after deliberation by the board of directors, It is agreed to cancel 887199 stock options granted but not exercised by 164 incentive objects.

After verification, the independent directors believe that the cancellation of stock options not exercised in the second exercise period of the first phase of the stock option incentive plan complies with relevant laws and regulations and the relevant provisions of the first phase of the incentive plan (Revised Draft), and the reason, quantity and process of cancellation of stock options are legal and compliant. This matter will not affect the continuous operation of the company, nor will it damage the interests of the company and all shareholders. We agree that the company will cancel the stock options not exercised in the second exercise period of the first stock option incentive plan.

China Greatwall Technology Group Co.Ltd(000066) independent directors: Li Guomin, Dong Peiwu, Qiu Hongsheng

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