Shentong Technology Group Co.Ltd(605228) independent director
Independent opinions on matters related to the sixth meeting of the second board of directors
In accordance with the Listing Rules of Shanghai Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies and other laws, administrative regulations, departmental rules and normative documents, as well as the articles of association of Shentong Technology Group Co.Ltd(605228) Group Co., Ltd. (hereinafter referred to as the “articles of association”) and other relevant provisions, As an independent director of Shentong Technology Group Co.Ltd(605228) Group Co., Ltd. (hereinafter referred to as “the company”), I hereby express the following independent opinions on the relevant matters considered at the sixth meeting of the second board of directors based on my independent judgment after consulting the relevant materials provided by the company and understanding the relevant situation:
1、 Independent opinions on matters related to the adjustment of restricted stock incentive plan in 2021
After review, we believe that:
The board of directors of the company adjusted the first grant of the company’s restricted stock incentive plan (Draft) in 2021 (hereinafter referred to as “incentive plan” or “this incentive plan”) in accordance with the measures for the administration of equity incentive of listed companies (hereinafter referred to as “management measures”) and other relevant laws and regulations, as well as the relevant provisions of the company’s incentive plan. This adjustment is within the scope of authorization given to the board of directors by the company’s first extraordinary general meeting in 2022. The adjustment procedure is legal and compliant, and there is no situation that damages the interests of the company and all shareholders.
In conclusion, we agree that the company will adjust the list of incentive objects and the number of restricted shares granted for the first time in the incentive plan.
2、 Independent opinions on granting restricted shares to incentive objects for the first time
According to the management measures and the incentive plan, we have carefully reviewed the relevant materials of the company granting restricted shares to incentive objects for the first time, and we believe that:
1. According to the authorization of the company’s first extraordinary general meeting in 2022, the board of directors of the company determined that the first grant date of the incentive plan is January 19, 2022, which is in line with the relevant provisions of the management measures and the incentive plan on the grant date.
2. The incentive objects granted with restricted shares this time are the incentive objects determined in the incentive plan approved by the company’s first extraordinary general meeting in 2022, comply with the incentive object conditions specified in the management measures and other relevant laws, regulations and normative documents as well as the articles of association, and comply with the scope of incentive objects specified in the incentive plan, The subject qualification as the incentive object of the company’s restricted stock is legal and effective.
3. Neither the company nor the incentive object is allowed to grant or receive restricted shares, and the company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive object.
4. The company’s implementation of equity incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, enhance the company’s management team and core employees’ sense of responsibility and mission for the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
5. When the board of directors considered the proposals related to the incentive plan, the related directors have avoided voting. The company’s deliberation procedures for granting restricted shares to incentive objects comply with relevant laws and regulations and the articles of association. To sum up, we believe that the first grant date of the incentive plan and the incentive objects comply with the relevant provisions of the administrative measures and the incentive plan, and the conditions for the incentive objects to be granted restricted shares have been met. We agree to grant 4.55 million restricted shares to 36 eligible incentive objects at a price of 4.69 yuan / share on January 19, 2022.
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(there is no text on this page, which is the signature page of Shentong Technology Group Co.Ltd(605228) independent directors’ independent opinions on matters related to the sixth meeting of the second board of directors) independent directors:
Huang Zhongrong, wo Jian, Zhai Dongmin
January 19, 2022
