Independent directors’ opinions on the 30th meeting of the seventh board of directors
Independent opinions on relevant matters
In accordance with the company law of the people’s Republic of China, the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, as independent directors of Gui Zhou Tyre Co.Ltd(000589) (hereinafter referred to as the “company”), we, with a prudent and responsible attitude, made a careful and responsible response to the contents of the proposal submitted to the 30th meeting of the seventh board of directors of the company for deliberation During the first period of lifting the restrictions on sales, the fulfillment of the conditions for lifting the restrictions on sales, the list and quantity of incentive objects that can be lifted, the number of shares to be repurchased and cancelled and the list of incentive objects involved have been carefully reviewed and supervised. Based on an independent and objective position, the following independent opinions on relevant matters are expressed:
1、 Proposal on the achievement of the conditions for lifting the restrictions during the first lifting period of the restricted stock incentive plan in 2019
After verification, we believe that: the company is qualified to implement the equity incentive plan, and there is no situation that the sales restriction shall not be lifted as stipulated in the equity incentive plan; The company’s restricted stock incentive plan in 2019 set the first period of lifting the restrictions on sales, and the conditions for lifting the restrictions on sales have been achieved; We have reviewed the list of incentive objects that meet the conditions for lifting the sales restriction this time, and 443 incentive objects are legally and effectively eligible for lifting the sales restriction this time; The lifting of the restrictions on sales meets the requirements of relevant laws and regulations, and the review procedures are legal and compliant. The lifting of the restrictions does not harm the interests of the company and all shareholders, especially the interests of minority shareholders. To sum up, we agree that the company will handle the procedures for the release of 7.352 million restricted shares in the first release period for 443 incentive objects.
2、 Proposal on repurchasing and canceling some restricted stocks in the 2019 restricted stock incentive plan and adjusting the repurchase price
After verification: according to the company’s 2019 restricted stock incentive plan and the measures for the implementation and assessment management of 2019 restricted stock incentive plan, the company assessed the personal performance of 444 incentive objects granted by this restricted stock incentive plan in 2020, of which 6 were good, and the proportion of sales restrictions that can be lifted in the current period is 90%; One person resigned during the assessment period and did not meet the incentive conditions, and the restricted shares granted to him shall be repurchased and cancelled by the company. In addition, after the expiration of the assessment in 2020, one person resigned and one person retired before the lifting of the sales restriction. The two persons have not met the incentive conditions, and the remaining restricted shares that have not been approved to lift the sales restriction shall not be lifted and shall be repurchased and cancelled by the company. Therefore, the company will buy back and cancel 79000 restricted shares of the above incentive objects that have been granted but have not been approved to lift the restriction and have not met the incentive conditions.
In view of the company’s equity distribution in 2019 (RMB 0.4 per 10 shares) and 2020 (RMB 1.5 per 10 shares) in July 2020 and June 2021 respectively, the repurchase price of restricted shares is adjusted to RMB 1.96/share. After the cancellation of this repurchase, the company’s restricted stock incentive plan will continue to be implemented in accordance with the requirements of laws and regulations.
We believe that the company’s proposed repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan and the adjustment of repurchase price comply with the relevant provisions of the measures for the administration of equity incentives of listed companies and the company’s 2019 restricted stock incentive plan. The reasons, quantity and price of repurchase are legal and compliant. The repurchase and cancellation of the company will not affect the continuous operation of the company, It will not have a significant impact on the company’s operating performance and will not damage the interests of the company and all shareholders. Therefore, we agree with the company to repurchase and cancel some restricted shares and adjust the repurchase price.
Independent directors: Qin Guisheng, Bi Yan
Huang Yuegang, Yang Dahe
January 24, 2002
