Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760)
Review opinions of the board of supervisors on the company’s employee stock ownership plan in 2022
In accordance with the company law, the securities law, the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the “guiding opinions”), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (hereinafter referred to as the “standardized operation guidelines”), and other laws According to the regulations and normative documents, we have carefully reviewed the relevant contents of Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) 2022 ESOP (Draft) and Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) 2022 ESOP (Draft) summary. After full discussion by all supervisors of the company, we express the following audit opinions on matters related to 2022 ESOP:
1. The company is not prohibited from implementing the employee stock ownership plan as stipulated in the guiding opinions, standardized operation guidelines and other laws, regulations and normative documents, and the company has the subject qualification to implement the employee stock ownership plan;
2. The content of the ESOP complies with the company law, securities law, guiding opinions, guidelines for standardized operation and other relevant laws, regulations, normative documents and the articles of association, and there is no situation that damages the interests of the company and all shareholders;
3. The board of supervisors verified the list of ESOP. The proposed holders of the ESOP meet the conditions specified in the guiding opinions and other laws, regulations and normative documents, meet the criteria for determining the participants specified in the ESOP, and their subject qualification as the holders of the ESOP is legal and effective, and there is no 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 of the company, 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 company’s 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; The employee stock ownership plan has been deliberated and approved at the 15th meeting of the seventh board of directors of the company and needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
To sum up, we believe that the implementation of the employee stock ownership plan by the company will not damage the interests of the company and all shareholders and meet the needs of the company’s long-term development. We unanimously agree that the company will implement the employee stock ownership plan and agree to submit the matter to the general meeting of shareholders for deliberation.
Shenzhen Mindray Bio-Medical Electronics Co.Ltd(300760) board of supervisors January 19, 2022
