Qiaoyin City Management Co.Ltd(002973) board of supervisors
Verification opinions on matters related to the 2022 stock option incentive plan Qiaoyin City Management Co.Ltd(002973) (hereinafter referred to as “the company”) the board of supervisors in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) The measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the Qiaoyin City Management Co.Ltd(002973) articles of Association (hereinafter referred to as the “articles of association”) have verified the company’s 2022 stock option incentive plan (hereinafter referred to as the “incentive plan”), and the verification opinions are as follows:
(I) the company does not have any circumstances that prohibit the implementation of the equity incentive plan as stipulated in the administrative measures and other laws and regulations, including: 1. The financial and accounting report of the latest fiscal year was issued with a negative opinion or an audit report that could not express an opinion by the certified public accountant; 2. The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant; 3. Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing; 4. Equity incentive is not allowed according to laws and regulations; 5. Other circumstances recognized by the CSRC. The company is qualified to implement the incentive plan.
(II) all personnel participating in this incentive plan have the qualifications specified in the company law, the articles of association and other laws, regulations and normative documents, meet the conditions of incentive objects specified in the management measures, and meet the scope of incentive objects specified in the 2022 stock option incentive plan (Draft) and abstract of the company, including: 1 There is no case that the stock exchange has identified it as an inappropriate candidate within the last 12 months; 2. There is no situation in which the CSRC and its dispatched offices have identified them as inappropriate candidates in the last 12 months; 3. There are no cases in which the CSRC and its dispatched offices have imposed administrative penalties or taken market entry prohibition measures for major violations of laws and regulations in the last 12 months; 4. There are no circumstances under which the company law stipulates that he shall not serve as a director or senior manager of the company; 5. There is no situation that the company is not allowed to participate in the equity incentive of listed companies according to laws and regulations; 6. There are no other circumstances recognized by the CSRC. The subject qualification of incentive objects is legal and effective.
(III) the formulation and implementation procedures of this incentive plan comply with the provisions of the company law, securities law, administrative measures and other relevant laws, regulations and normative documents. The grant and exercise arrangements of stock options (including grant amount, grant date, grant conditions, exercise price, exercise period, exercise conditions, etc.) do not violate the provisions of relevant laws, regulations and normative documents, and do not harm the interests of the company and all shareholders.
(IV) the company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
(V) the implementation of this incentive plan will effectively stimulate the enthusiasm, creativity and sense of responsibility of employees, improve the sustainable development ability of the company, ensure the realization of the company’s future development strategy and business objectives, and bring more efficient and lasting returns to shareholders.
To sum up, we agree that the company will implement this incentive plan.
Qiaoyin City Management Co.Ltd(002973) board of supervisors
January 26, 2022
