Zhejiang Huayou Cobalt Co.Ltd(603799) independent director
Independent opinions on matters related to the 27th meeting of the 5th board of directors
In accordance with the guidance on the establishment of independent director system in listed companies issued by the CSRC, the stock listing rules of Shanghai Stock Exchange and the articles of association, as an independent director of the Fifth Board of directors of Zhejiang Huayou Cobalt Co.Ltd(603799) (hereinafter referred to as the “company”), after carefully reviewing the relevant proposals considered at the 27th meeting of the Fifth Board of directors of the company, After careful analysis and based on the position of independent judgment, after careful discussion, the independent opinions are as follows:
1、 Independent opinions on the capital increase and construction of phase II project of the joint venture
The company’s development strategic plan during the “14th five year plan” period takes the new energy lithium battery material industry as the key development core business. This capital increase and expansion of the new energy lithium battery material project with POSCO chemical is an arrangement made by the company according to the medium and long-term development strategy, which meets the rapid growth demand of new energy lithium battery materials for the great development of new energy automobile industry. The capital increase and production expansion of the joint venture with POSCO chemical will further integrate the advantages of the company, POSCO and POSCO chemical in raw materials, technology and market channels, and facilitate all parties to carry out all-round cooperation in the technical research and development, raw material supply and market promotion of new energy lithium battery materials, Jointly build a new energy lithium battery material industry chain with international competitiveness. The decision-making procedures for this investment comply with the relevant provisions of the company law, the Listing Rules of Shanghai Stock Exchange and the articles of association. We agree to the company’s foreign investment project.
2、 Independent opinions on the appointment of deputy general manager
After careful consideration of the proposal on the appointment of deputy general managers, we believe that Mr. Wu Mengtao has the qualifications of deputy general managers of listed companies as stipulated in laws, administrative regulations and normative documents, has the necessary working experience to perform relevant duties, and has not found any employment prohibited by the company’s justice and the company’s articles of association, As well as those who have been identified as market prohibitions by the CSRC and have not been lifted, they meet the conditions specified in the standards for the governance of listed companies, the rules for the listing of shares on the Shanghai Stock Exchange and the articles of association of the company, and the appointment procedures are legal and effective. As an independent director of the company, we unanimously agree to appoint Mr. Wu Mengtao as the deputy general manager of the company.
3、 Independent opinions on repurchase and cancellation of some restricted shares in the 2021 restricted stock incentive plan
After verification, we believe that:
In view of the fact that 14 of the restricted stock incentive plan granted to some incentive objects for the first time in 2021 have left their jobs due to personal reasons, and 2 incentive objects have left their jobs due to job transfer not under personal control, it is reserved that 3 incentive objects granted to some incentive objects for the first time have left their jobs due to personal reasons. According to the relevant provisions of the company’s incentive plan, The 19 incentive objects lost their qualification to participate in the incentive plan as incentive objects and no longer met the conditions for becoming incentive objects. Therefore, the company decided to repurchase and cancel 102500 restricted shares granted to some incentive objects for the first time but not lifted at the price of 37.89 yuan / share, At the price of 53.84 yuan / share, 28000 restricted shares that have been granted to some incentive objects but have not been lifted for the first time will be repurchased and cancelled. The above repurchase and cancellation of some restricted shares comply with the measures for the administration of equity incentive of listed companies, the company’s incentive plan for restricted shares in 2021 (Draft) and relevant laws, regulations and documents.
To sum up, we agree to repurchase and cancel 102500 shares of restricted shares granted to some incentive objects for the first time but not lifted at the price of 37.89 yuan / share, and 28000 shares of restricted shares granted to some incentive objects for the first time but not lifted at the price of 53.84 yuan / share.
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