Shanghai Baosteel Packaging Co.Ltd(601968) board of supervisors
Verification opinions on matters related to the company’s stock option incentive plan
According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China), and the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises According to the relevant provisions of laws, regulations and normative documents such as the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies, the stock listing rules of Shanghai Stock Exchange and the articles of association, the board of supervisors of the company reviewed matters related to stock options and issued the following verification opinions:
1、 Matters concerning the first grant of stock options to incentive objects
1. The granting conditions of the company’s 2021 stock option incentive plan (hereinafter referred to as the “incentive plan”) have been met, and the incentive object meets the incentive object conditions specified in the management measures, trial measures and work guidelines. Its subject qualification as the incentive object of the company’s stock option incentive plan is legal and effective.
2. The list of incentive objects granted with stock options by the company is consistent with the incentive objects specified in the stock option incentive plan approved by the first extraordinary general meeting of shareholders in 2022.
3. The granting date determined by the board of directors 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).
4. Neither the company nor the incentive object granted for the first time has the situation that the grant of stock options is prohibited by the relevant laws, regulations and normative documents and the incentive plan.
To sum up, the board of supervisors of the company agreed to grant 27.84 million stock options to 109 incentive objects on January 21, 2021 as the first grant date.
2、 Matters concerning the list of exercisable incentive objects reserved for the first exercise period of granting stock options in the company’s 2018 stock option incentive plan
The board of supervisors of the company checked the list of exercisable incentive objects for the first exercise period of some stock options reserved and granted under the Shanghai Baosteel Packaging Co.Ltd(601968) 2018 stock option incentive plan (Draft), and issued the following verification opinions:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law of the people’s Republic of China;
(5) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
The performance evaluation results of the above incentive objects meet the performance evaluation requirements and meet the exercise conditions reserved for granting stock options under the Shanghai Baosteel Packaging Co.Ltd(601968) 2018 stock option incentive plan (Draft) and the administrative measures for the implementation and evaluation of Shanghai Baosteel Packaging Co.Ltd(601968) 2018 stock option incentive plan.
In conclusion, the board of supervisors of the company believes that the incentive objects reserved in the Shanghai Baosteel Packaging Co.Ltd(601968) 2018 stock option incentive plan (Draft) to grant some stock options in the first exercise period have the qualifications specified in the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws, regulations and normative documents, as well as the articles of association of the people’s Republic of China, It meets the incentive object conditions specified in the measures for the administration of equity incentive of listed companies, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) and the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises, There are no circumstances that may not be the incentive object stipulated in the measures for the administration of equity incentive of listed companies, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China) and the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises, It meets the scope of incentive objects specified in Shanghai Baosteel Packaging Co.Ltd(601968) 2018 stock option incentive plan (Draft) and Shanghai Baosteel Packaging Co.Ltd(601968) 2018 stock option incentive plan implementation assessment management measures, and its subject qualification as an incentive object reserved for granting some stock options is legal and effective. These incentive objects have met the exercise conditions of the first exercise period. The board of supervisors agreed that a total of 231734 stock options of 10 incentive objects were exercised in the first exercise period in accordance with relevant regulations.
3、 Matters concerning the cancellation of part of the granted stock options
The cancellation of some stock options granted by the company complies with the provisions of relevant laws, regulations, normative documents and the company’s equity incentive plan, such as the administrative measures for equity incentive of listed companies, the Trial Measures for equity incentive implementation by state-controlled listed companies (within China), the guidelines for equity incentive implementation by listed companies controlled by central enterprises, and agrees to the cancellation. (there is no text below, which is the signature page)
(there is no text on this page, which is the signature page of Shanghai Baosteel Packaging Co.Ltd(601968) board of supervisors’ verification opinions on matters related to the company’s stock option incentive plan)
Zhou Baoying, Wang Fei, Li Chunxia
Shanghai Baosteel Packaging Co.Ltd(601968) mm / DD / yy
