Capitalonline Date Service Co.Ltd(300846)
Opinions of independent directors on matters related to the third meeting of the Fifth Board of directors
separate opinion
In accordance with the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem, the Capitalonline Date Service Co.Ltd(300846) articles of Association (hereinafter referred to as the “articles of association”) and the working system of independent directors and other relevant laws, regulations and systems, and based on the principle of prudence and independent judgment, Mr. Zheng Weimin, the independent director Ms. Liang Qinghua and Mr. Geng Jianxin expressed independent opinions on the relevant proposals considered at the third meeting of the Fifth Board of directors of Capitalonline Date Service Co.Ltd(300846) (hereinafter referred to as the “company”), as follows:
1、 Independent opinions on the proposal on adjusting the use amount of funds raised by the project of issuing shares to specific objects
After verification, the independent directors believe that: according to the actual net amount of funds raised by the company’s issuance of shares to specific objects and the actual business development of the company, the amount of funds used in the project of raising and investing shares to specific objects is adjusted, which is in line with the actual business needs of the company and the provisions of relevant laws, regulations and normative documents, and in line with the interests of the company and all shareholders, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders, and the decision-making and deliberation procedures are legal and compliant.
To sum up, we unanimously agree that the company will adjust the amount of funds raised for raised investment projects.
2、 Independent opinions on Capitalonline Date Service Co.Ltd(300846) 2022 restricted stock incentive plan (Draft) and its abstract
After careful review of the Capitalonline Date Service Co.Ltd(300846) 2022 restricted stock incentive plan (Draft) and its abstract, we believe that:
1. The company is not prohibited to implement the equity incentive plan by laws and regulations such as the administrative measures for equity incentive of listed companies and the Listing Rules of gem shares of Shenzhen Stock Exchange. The company has the subject qualification to implement the equity incentive plan.
2. The incentive objects determined by the company’s restricted stock incentive plan meet the qualifications specified in the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the articles of Association and other laws, regulations and normative documents. The incentive objects determined in the incentive plan are directors, senior managers and core technical (business) personnel of the company (including subsidiaries and holding subsidiaries), who are formal employees of the company, excluding independent directors and supervisors, and there are no following circumstances:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
The determined incentive objects meet the incentive object conditions specified in the measures for the administration of equity incentive of listed companies and the Listing Rules of GEM stocks of Shenzhen Stock Exchange, and meet the scope of incentive objects specified in the Capitalonline Date Service Co.Ltd(300846) 2022 restricted stock incentive plan (Draft) and its abstract. Its subject qualification as the incentive object of the company’s equity incentive plan is legal and effective.
3. The Capitalonline Date Service Co.Ltd(300846) 2022 restricted stock incentive plan (Draft) and its abstract comply with the provisions of relevant laws and regulations such as the measures for the administration of equity incentive of listed companies, the Listing Rules of gem shares of Shenzhen Stock Exchange, and the granting and attribution arrangements of restricted shares to each incentive object do not violate the provisions of relevant laws and regulations, It does not infringe 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 related directors have avoided voting in accordance with the company law, the securities law, the measures for the administration of equity incentives of listed companies and other laws, regulations and normative documents, as well as the relevant provisions in the articles of association, and the relevant proposals are deliberated by the non related directors.
6. The implementation of equity incentive plan is conducive to improving the incentive and restraint mechanism of the company and improving the sustainable development ability of the company; Enable operators and shareholders to form a community of interests, improve management efficiency and the enthusiasm, creativity and sense of responsibility of operators and business backbone personnel, and finally improve the company’s performance.
In conclusion, we believe that the company has formulated this restricted stock incentive plan in accordance with the provisions of relevant laws and regulations and the principle of “openness, fairness and justice”. The plan can improve the company’s long-term incentive mechanism, promote the convergence of the interests of the company’s employees and the long-term interests of the company, and establish and improve the company Benefit sharing and restraint mechanism between shareholders and core technical (business) personnel, further improve the corporate governance structure and enhance shareholders’ confidence in the company. This restricted stock incentive plan is conducive to the sustainable and healthy development of the company and does not harm the interests of the company and all shareholders. Therefore, we agree that the company implement this restricted stock incentive plan and submit it to the general meeting of shareholders for deliberation.
3、 Independent opinions on the formulation of the administrative measures for the implementation and assessment of the Capitalonline Date Service Co.Ltd(300846) 2022 restricted stock incentive plan
After reviewing the assessment indicators of the company’s restricted stock incentive plan, we believe that:
The establishment of the assessment indicators of the company’s restricted stock incentive plan complies with the basic provisions of laws and regulations and the articles of association. The assessment indicators are divided into two levels: company level performance assessment and individual level performance assessment.
It is an important indicator of the company’s annual business growth plan and growth rate, which directly reflects the company’s business growth rate and business growth rate. The determination of the specific value comprehensively considers the macroeconomic environment, industry development, market competition, the company’s future development plan and other relevant factors, as well as the possibility of realization and the incentive effect on the company’s employees. The index setting is reasonable and scientific.
In addition to the performance appraisal at the company level, the company has also set up a strict performance appraisal system for 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 performance evaluation results of the incentive object in the previous year.
To sum up, the assessment system of the company’s incentive plan is comprehensive, comprehensive and operable, and the assessment index setting is scientific and reasonable. At the same time, it has a binding effect on the incentive object, which can achieve the assessment purpose of the incentive plan. Therefore, we agree that the company formulates the assessment management measures for the implementation of Capitalonline Date Service Co.Ltd(300846) 2022 restricted stock incentive plan, And submit it to the general meeting of shareholders for deliberation. Independent directors: Zheng Weimin, Geng Jianxin, Liang Qinghua Capitalonline Date Service Co.Ltd(300846) February 15, 2022
