Muyuan Foods Co.Ltd(002714) independent director
Independent opinions on matters related to the fifth meeting of the Fourth Board of directors of the company
In accordance with the company law of the people's Republic of China, the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the stock listing rules of Shenzhen Stock Exchange and other laws, regulations and normative documents, as well as the articles of association, the independent director system and other relevant provisions, As an independent director of the Fourth Board of directors of Muyuan Foods Co.Ltd(002714) (hereinafter referred to as "the company"), we carefully reviewed relevant materials and had a detailed understanding of the relevant situation. After discussion, we expressed the following independent opinions on the relevant matters considered at the fifth 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 drafting and deliberation process of Muyuan Foods Co.Ltd(002714) 2022 restricted stock incentive plan (Draft) and its abstract 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.
2. The company is not prohibited from implementing the equity incentive plan as stipulated in the company law, measures for the administration of equity incentive of listed companies and other laws, regulations and normative documents. The company has the subject qualification to implement the equity incentive plan.
3. The incentive objects of this equity incentive plan meet the qualifications specified in the company law, the securities law, the measures for the administration of equity incentive of listed companies and other laws, regulations and normative documents, as well as the Muyuan Foods Co.Ltd(002714) articles of association.
4. The draft of the company's incentive plan and its restrictive provisions of the company's equity law of 2024 {are in line with the provisions of the company's incentive plan and its restrictive provisions.
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 assessment and incentive system, combine the interests of shareholders, the company and the personal interests of employees, and enhance the sense of responsibility of the company's management and core employees for the sustainable and healthy development of the company, which is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
7. When the board of directors reviewed the incentive plan, the related directors have avoided voting in accordance with the provisions of relevant laws and regulations.
To sum up, we agree that the company will implement this equity incentive and agree to submit it to the general meeting of shareholders for deliberation. 2、 Independent opinions on the scientificity and rationality of the performance indicators set by the company's restricted stock incentive plan in 2022
The assessment indicators of the company's equity incentive plan are divided into two levels: company level performance assessment and individual level performance assessment.
The performance indicator at the company level is the growth rate of pig sales, which is an important indicator reflecting the profitability of the company. When setting performance assessment indicators, the company mainly considers the historical performance of the company, the strategic development objectives of the company, the future development of the industry in which the company's business is located and other factors.
In addition to the performance appraisal at the company level, the company has set up a performance appraisal system at the individual level, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of the incentive object. The company will determine whether the individual incentive object meets the conditions for lifting the ban according to the performance evaluation results of the incentive object during the evaluation period.
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 changing the equity disposal method of the company's phase II employee stock ownership plan
The company's change in the equity disposal method of the second phase of the employee stock ownership plan conforms to the relevant spirit of the guiding opinions on the pilot implementation of the employee stock ownership plan by listed companies issued by the CSRC, is conducive to protecting the rights and interests of the participants of the employee stock ownership plan, and agrees to change the equity disposal method of the second phase of the employee stock ownership plan.
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(there is no text on this page, which is the signature page of Muyuan Foods Co.Ltd(002714) independent director's independent opinions on matters related to the fifth meeting of the Fourth Board of directors of the company) signature of independent director: Li Hongwei: Yan Lei: Feng Genfu:
February 11, 2022
