Malion New Materials Co.Ltd(300586) independent director
Independent opinions on matters related to the sixth meeting of the Fourth Board of directors
As an independent director of Malion New Materials Co.Ltd(300586) (hereinafter referred to as the "company"), in accordance with the Listing Rules of independent directors of China Securities Regulatory Commission, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the standardized operation of GEM Listing and other relevant documents, as well as the provisions of the articles of association of Malion New Materials Co.Ltd(300586) , the working system of independent directors and other internal systems of the company, Based on the position of individual independent judgment, I express the following independent opinions on the relevant matters of the sixth meeting of the Fourth Board of directors of the company:
1、 Independent opinions on the company's 2022 restricted stock incentive plan (Draft) and its abstract
1. The formulation and review process of the company's restricted stock incentive plan (Draft) in 2022 (hereinafter referred to as the "incentive plan (Draft)") and its summary comply with the provisions of relevant laws, regulations, rules and normative documents such as the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures").
2. 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 equity incentive plan.
3. The incentive objects determined in this restricted stock incentive plan have the qualifications specified in the company law, securities law, articles of association and other laws, regulations and normative documents; The listed personnel are not prohibited from becoming incentive objects as stipulated in the administrative measures, the Listing Rules of Shenzhen Stock Exchange on the gem and other laws and regulations, and are not prohibited from serving as directors and senior managers of the company as stipulated in the company law; There is no case that the above-mentioned personnel are not allowed to participate in the equity incentive of listed companies according to laws and regulations. The above-mentioned personnel meet the incentive object conditions specified in the administrative measures, the GEM Listing Rules of Shenzhen Stock Exchange and other laws and regulations, and the scope of incentive objects specified in the company's restricted stock incentive plan, Its subject qualification as the incentive object of the company's restricted stock incentive plan is legal and effective. 4. The content of the company's incentive plan (Draft) complies with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law and the administrative measures; The granting and attribution arrangements (including the granting amount, vesting date, waiting period, lock up period and vesting conditions) of restricted shares to each incentive object did not violate the provisions of relevant laws and regulations and did not damage the interests of the company and all shareholders.
5. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
6. The company's implementation of equity incentive plan is conducive to further improve the corporate governance structure, improve the company's long-term incentive mechanism, fully mobilize the enthusiasm of the company's core employees, and enhance the company's management team and business backbone's sense of responsibility and mission for the sustainable and healthy development of the company.
7. Related directors have avoided voting on relevant proposals in accordance with the company law, securities law, administrative measures and other laws, regulations, rules and normative documents, as well as the relevant provisions of the articles of association, which shall be deliberated and voted by non related directors.
To sum up, we believe that the company's restricted stock incentive plan is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. We unanimously agree that the company will implement this equity incentive plan and agree to submit the matter to the general meeting of shareholders for deliberation.
2、 Independent opinions on the scientificity and rationality of the indicators set in the restricted stock incentive plan in 2022
The evaluation indicators of the incentive plan are divided into three levels: company level performance evaluation, business sector level performance evaluation and individual level performance evaluation.
The assessment index of the incentive plan at the company level is net profit, which is the final embodiment of the company's operation, profitability and enterprise growth; On the basis of comprehensive consideration of relevant factors such as macro environment, historical performance, industry characteristics, market competition and the company's future development plan, after reasonable prediction and taking into account the incentive effect of the incentive plan, the company has set performance assessment targets of net profit of no less than 200 million yuan, 300 million yuan and 450 million yuan from 2022 to 2024 respectively, The company's assessment indicators of this incentive plan are set reasonably and scientifically. For the incentive object, the performance goal is clear and challenging.
In addition to the performance appraisal at the company level, the company has also set up a strict performance appraisal system for business sectors and individuals, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of incentive objects. The company will determine whether the individual incentive object meets the conditions of ownership according to the business sector to which the incentive object belongs and the performance evaluation results of the previous year.
To sum up, we believe that the assessment system of the company's incentive plan is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a restrictive effect on Incentive objects, which can achieve the assessment purpose of the incentive plan.
3、 Independent opinions on guarantee and related party transactions provided by controlling shareholders and actual controllers for the company and its subsidiaries to apply for credit lines from financial institutions
Mr. Huang Weishan, the controlling shareholder and actual controller of the company, plans to provide guarantee for the company and its subsidiaries to apply for credit line from financial institutions, which is conducive to meeting the capital needs of the development of the company and its subsidiaries, in line with the interests of the company and all shareholders, and will not have an adverse impact on the operating performance of the company and its subsidiaries. When the board of directors considered the above related party transactions, the related directors avoided voting on the relevant proposals, and the voting procedures were legal and compliant, in line with the relevant provisions of relevant laws and regulations, normative documents and the articles of association.
We unanimously agree that Mr. Huang Weishan, the controlling shareholder and actual controller of the company, provides guarantee for the company and its subsidiaries to apply for credit line from financial institutions.
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(there is no text on this page, which is the signature page of Malion New Materials Co.Ltd(300586) independent directors' independent opinions on matters related to the sixth meeting of the Fourth Board of directors)
Signature of independent director:
Ji Chuansheng, Rui Yiping, Liang Qiang
Signed on: February 8, 2022
