Jiangsu Akcome Science And Technology Co.Ltd(002610) independent director
Relevant independent opinions on the resolutions of the 67th interim meeting of the Fourth Board of directors
As an independent director of Jiangsu Akcome Science And Technology Co.Ltd(002610) (hereinafter referred to as the "company"), in accordance with the company law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, The rules for independent directors of listed companies, the articles of association and other relevant laws, regulations and normative documents issued by the CSRC. He promised to perform his duties independently without being influenced by the actual controller, major shareholders, interested units or individuals of the company. After carefully reviewing the relevant materials, he expressed the following independent opinions:
1、 Relevant independent opinions on the company's 2022 stock option and restricted stock incentive plan (Draft) and its abstract
After checking the stock option and restricted stock incentive plan to be implemented by the company in 2022, we believe that: 1. The company does not have the situation that equity incentive is prohibited by the administrative measures for equity incentive of listed companies (hereinafter referred to as the "administrative measures") and other laws, regulations and normative documents, and the company has the subject qualification to implement equity incentive.
2. The incentive objects determined in this incentive plan of the company have the qualifications specified in the company law, securities law and other laws, regulations and normative documents as well as the articles of Association; There is no case that the stock exchange has identified it as an inappropriate candidate within the last 12 months; There is no situation in which the CSRC and its dispatched offices have identified them as inappropriate candidates in the last 12 months; 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; There is no circumstance that the company is not allowed to serve as a director or senior manager of the company as stipulated in the company law; There is no case that the company is not allowed to participate in the equity incentive of listed companies according to laws and regulations. The incentive objects of this incentive plan do not include the independent directors and supervisors of the company, nor the shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. All incentive objects meet the incentive object conditions specified in the management measures, the scope of incentive objects specified by the company, and the subject qualification of incentive objects is legal and effective.
3. The drafting, deliberation procedures and contents of the draft and summary of this incentive plan comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law and the administrative measures, and the granting arrangements for stock options and restricted shares of each incentive object The exercise arrangement and the arrangement for lifting the restriction on sale (including the granting amount, the granting date, the exercise / granting price, the waiting / restriction period, the exercise / lifting restriction period, the exercise / lifting restriction conditions, etc.) did not violate the provisions of relevant laws and regulations and did not damage the interests of the company and all shareholders. 4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
5. The company's implementation of this incentive plan is conducive to further optimize the corporate governance structure, establish and improve the company's long-term incentive mechanism, improve the company's assessment and incentive system, realize the company's development strategy and business objectives, and promote the sustainable development of the company.
In conclusion, we believe that the company's implementation of this incentive plan will not harm the interests of the company and all its shareholders. We unanimously agree that the company will implement this incentive plan and submit relevant proposals to the general meeting of shareholders for deliberation. 2、 With regard to the relevant independent opinions on the first phase of the company's employee stock ownership plan (Draft) and its summary, after verification, the company plans to implement the first phase of the employee stock ownership plan, we believe that:
1. It is not found that the company is prohibited from implementing the employee stock ownership plan as stipulated in the guiding opinions on the pilot implementation of the employee stock ownership plan by listed companies and other laws and regulations;
2. The content of the company's employee stock ownership plan complies with the provisions of relevant laws and regulations such as the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies, and there is no situation that damages the interests of the company and all shareholders, or forces employees to participate in the employee stock ownership plan by means of apportionment and forced distribution; The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the holders of the phase I employee stock ownership plan;
3. The company's implementation of employee stock ownership plan is conducive to establishing and improving the benefit sharing mechanism between workers and owners, and improving the company's long-term and effective incentive and restraint mechanism; Further improve the level of corporate governance, improve the cohesion of employees and the competitiveness of the company, which is conducive to the sustainable development of the company;
4. When the board of directors of the company considered the ESOP, the directors associated with the company's phase I ESOP avoided voting, and the procedures and decisions of relevant proposals were legal and effective.
In conclusion, we believe that the company's implementation of the employee stock ownership plan will not harm the interests of the company and all its shareholders. We unanimously agree that the company will implement the employee stock ownership plan and submit relevant proposals to the general meeting of shareholders for deliberation.
( Jiangsu Akcome Science And Technology Co.Ltd(002610) signature page of relevant independent opinions of independent directors on the resolution of the 67th extraordinary meeting of the Fourth Board of directors) independent directors:
Geng naifan he Qian Yang Shenggang January 26, 2002
