Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) independent director
Independent opinions on matters related to the 15th meeting of the 7th board of directors
In accordance with the company law, the securities law, the guidelines for the governance of listed companies and the guidance on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the “guidance”) As an independent director of Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) (hereinafter referred to as the “company”), after consulting the relevant materials and understanding the relevant information provided by the company, we have, Express the following independent opinions on the matters related to the employee stock ownership plan considered at the 15th meeting of the seventh board of directors: 1. The company does not prohibit the implementation of the employee stock ownership plan as stipulated in the guiding opinions, standardized operation guidelines and other laws, regulations and normative documents, and the company is qualified to implement the employee stock ownership plan. 2. The proposed holders of the company’s employee stock ownership plan (Draft) meet the holder conditions specified in the guiding opinions, standardized operation guidelines and other laws, regulations and normative documents, meet the holder range specified in the employee stock ownership plan, and their subject qualification as the holder of the company’s employee stock ownership plan is legal and effective.
3. The contents of the Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) 2022 employee stock ownership plan (Draft) comply with the provisions of the company law, the securities law, the guiding opinions, the guidelines for standardized operation and other relevant laws, regulations, normative documents and the articles of association. There is no situation that damages the interests of the company and all shareholders, nor is there any apportionment Forced employees to participate in the employee stock ownership plan by means of forced distribution; The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the holders of the employee stock ownership plan.
4. The company implements the employee stock ownership plan, establishes and improves the benefit sharing mechanism between workers and owners, and makes the interests of employees more closely combined with the long-term development of the company, which is conducive to further improving the level of corporate governance, improving the salary incentive mechanism, improving the cohesion and competitiveness of employees, and fully mobilizing the enthusiasm and creativity of employees, Realize the long-term sustainable development of the enterprise.
5. Before the implementation of the employee stock ownership plan, the company has held an employee congress and obtained the consent of all employee representatives. When the board of directors deliberates the employee stock ownership plan, it does not involve the avoidance of voting by related directors, and the procedures and decisions of relevant proposals are legal and effective.
To sum up, we believe that the implementation of the ESOP by the company will not harm the interests of the company and all shareholders and meet the needs of the company’s long-term development. We agree that the company will implement the employee stock ownership plan and submit the matter to the general meeting of shareholders for deliberation.
Independent directors: Xi Hao, Wu Qiyao, Yao Hui, Liang Huming
January 19, 2022
