Sinotrans Limited(601598) independent director
Independent opinions on relevant proposals of the eighth meeting of the third board of directors of the company
In accordance with 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 (hereinafter referred to as the “measures”), the rules for independent directors of listed companies and other laws, regulations and normative documents, as well as the relevant provisions of the Sinotrans Limited(601598) articles of Association (hereinafter referred to as the “articles of association”), As an independent director of Sinotrans Limited(601598) (hereinafter referred to as “the company”), based on the independent and rigorous position and careful review of relevant materials, we express the following independent opinions on the relevant matters considered at the eighth meeting of the third board of directors of the company:
1、 Independent opinions on granting stock options to the incentive objects of the company’s stock option incentive plan (phase I)
1. The grant date determined by the board of directors of the company is January 25, 2022, which complies with the relevant provisions on the grant date in the administrative measures and the Sinotrans Limited(601598) stock option incentive plan (phase I) (Draft).
2. As of the grant date, all the conditions for the incentive object to be granted stock options in the incentive plan have been met, and the company’s granting of stock options to the incentive object complies with the administrative measures and the relevant provisions of this incentive plan.
3. The company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures and other laws, regulations and normative documents. The company has the subject qualification to implement the incentive plan.
4. The incentive object is not prohibited from being granted equity incentive as stipulated in the administrative measures, and its subject qualification as the incentive object of this incentive plan is legal and effective.
5. There is no difference between the arrangement of the company granting rights and interests to incentive objects and the incentive plan. The company’s implementation of this incentive plan is conducive to further improving corporate governance, establishing and improving the company’s long-term incentive and restraint mechanism, improving the company’s salary assessment system, closely linking the interests of shareholders and the company’s directors, senior managers and core backbone, maximizing the value of shareholders, maintaining and increasing the value of state-owned assets, and contributing to the sustainable development of the company, It will not damage the interests of the company and all shareholders.
6. When the board of directors of the company deliberated the relevant proposals, the related directors have avoided voting on the relevant proposals in accordance with the relevant laws, regulations, normative documents and the relevant provisions of the articles of association.
In conclusion, we agree that the company will grant 73.9258 million stock options to 186 incentive objects on January 25, 2022.
Independent directors Wang Taiwen, Meng Yan, song Haiqing and Li Qian January 25, 2002
