600185: review opinions of the board of supervisors on the company’s employee stock ownership plan

Gree Real Estate Co.Ltd(600185)

Review opinions of the board of supervisors on the company’s employee stock ownership plan

In accordance with the relevant provisions of the company law, the securities law, the guidance on the pilot implementation of the employee stock ownership plan by listed companies (hereinafter referred to as the “guidance”) and other laws and regulations of the CSRC, after careful review, we express our opinions on the sixth phase of the Gree Real Estate Co.Ltd(600185) employee stock ownership plan (Draft) and its summary to be implemented by the company as follows:

Opinions on matters related to the sixth phase of Gree Real Estate Co.Ltd(600185) employee stock ownership plan (Draft) and its summary

1. The content of the sixth phase of the company’s ESOP complies with the provisions of the guiding opinions and other relevant laws, regulations and normative documents. There is no prohibition of the implementation of the ESOP as stipulated in the guiding opinions and other relevant laws, regulations and normative documents, and there is no damage to the interests of the company and all shareholders.

2. Due to the avoidance of voting by supervisors Mr. Lu Tao and Ms. Teng, the number of non affiliated supervisors is less than 50% of the number of the board of supervisors. The board of supervisors cannot form a resolution on this proposal, which will be submitted to the general meeting of shareholders of the company for deliberation. The decision-making procedure for the company to review the relevant proposals of the sixth phase of the employee stock ownership plan is legal and effective, and there is no situation that damages the interests of the company and all shareholders. The proposed holders of the sixth phase of the company’s employee stock ownership plan meet the holder conditions specified in the guiding opinions and other laws, regulations and normative documents, meet the holder scope specified in the employee stock ownership plan, and their main qualification as the holder of the sixth phase of the company’s employee stock ownership plan is legal and effective.

3. The sixth phase of the company’s employee stock ownership plan follows the principle of independent decision of the company and voluntary participation of employees, and there is no forced participation of employees by means of apportionment, forced distribution, etc.

4. The company’s implementation of the sixth employee stock ownership plan is conducive to the sustainable development of the company, the establishment and improvement of the benefit sharing and risk sharing mechanism between employees and all shareholders, the improvement of corporate governance, the improvement of employees’ cohesion and competitiveness, the full mobilization of employees’ enthusiasm and creativity, and the attraction and retention of excellent management talents and business backbone.

To sum up, the board of supervisors agreed to implement the sixth employee stock ownership plan and submit it to the general meeting of shareholders for deliberation. Supervisors: Ding Yan, Lu Tao, Teng Zhen

January 25, 2002

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