Shanghai Baosteel Packaging Co.Ltd(601968) independent director
About the 15th meeting of the 6th board of directors
Independent opinions on relevant matters
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the rules for the general meeting of shareholders of listed companies and the articles of association of Shanghai Baosteel Packaging Co.Ltd(601968) , we, as independent directors of Shanghai Baosteel Packaging Co.Ltd(601968) (hereinafter referred to as “the company”), reviewed the following proposals discussed at the 15th meeting of the sixth board of directors of the company:
1、 Proposal on granting stock options to incentive objects for the first time
2、 Proposal on the achievement of exercise conditions for the first exercise period of stock options reserved for the company’s 2018 stock option incentive plan
3、 Proposal on canceling some granted stock options
After listening to the reports of the board of directors, management and other relevant personnel of the company, we express independent opinions on the matters involved in the above proposal as follows:
1、 Proposal on granting stock options to incentive objects for the first time
The independent directors believe that the resolution of the board of directors agrees to authorize stock options to the incentive objects for the first time, which is in line with the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (hereinafter referred to as the “Trial Measures”) The guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (hereinafter referred to as the “guidelines”) and the relevant provisions of the company’s Shanghai Baosteel Packaging Co.Ltd(601968) 2021 stock option incentive plan (Draft). Specifically:
The first grant date of the incentive plan is January 21, 2022, which complies with the relevant provisions of the administrative measures, the trial measures, the work guidelines and the Shanghai Baosteel Packaging Co.Ltd(601968) 2021 stock option incentive plan (Draft).
Neither the company nor the incentive object granted for the first time has the situation that the grant of stock options is prohibited by relevant laws, regulations and normative documents and the incentive plan, and the grant conditions of the incentive plan have been met.
The first granted incentive object determined in the incentive plan meets the incentive object conditions specified in relevant laws, regulations and normative documents, meets the incentive object scope specified in the incentive plan, and its subject qualification as the incentive object of the company’s incentive plan is legal and effective. Therefore, it is agreed that the company will grant 27.84 million stock options to 109 eligible incentive objects on January 21, 2022 as the first authorization date.
2、 Proposal on the achievement of exercise conditions for the first exercise period of stock options reserved for the company’s 2018 stock option incentive plan
The exercise conditions for the first exercise period reserved for granting some stock options in the company’s 2018 stock option incentive plan have been met, and the exercise arrangement of the company complies with the provisions of the administrative measures, trial measures, work guidelines and other laws and regulations, It also complies with the relevant provisions of the Shanghai Baosteel Packaging Co.Ltd(601968) 2018 stock option incentive plan (Draft) and the measures for the administration of the implementation and assessment of the Shanghai Baosteel Packaging Co.Ltd(601968) 2018 stock option incentive plan. The relevant exercise conditions have been met, and there is no situation that damages the interests of the company and all shareholders.
Therefore, it is agreed that the company’s 2018 stock option incentive plan reserves 10 incentive objects to grant some stock options, with a total of 231734 stock options exercised in the first exercise period in accordance with relevant regulations.
3、 Proposal on canceling some granted stock options
The cancellation of some granted stock options by the company complies with the provisions of relevant laws, regulations and normative documents such as the administrative measures, trial measures, work guidelines and the company’s incentive plan (Draft), and agrees to cancel the granted but not exercised stock options of incentive objects.
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(there is no text on this page, which is the signature page of Shanghai Baosteel Packaging Co.Ltd(601968) independent directors’ independent opinions on matters related to the 15th meeting of the sixth board of directors of the company)
Liu Fengwei, Wang Wenxi, Zhang Suyang
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