Anhui Ronds Science & Technology Incorporated Company(688768) independent opinions of independent directors on matters related to the 13th meeting of the second board of directors
Anhui Ronds Science & Technology Incorporated Company(688768)
Independent directors’ independent opinions on matters related to the 13th meeting of the second board of directors in accordance with the rules for independent directors of listed companies, the articles of association of Anhui Ronds Science & Technology Incorporated Company(688768) (hereinafter referred to as the “articles of association”) and other relevant provisions, all independent directors of Anhui Ronds Science & Technology Incorporated Company(688768) (hereinafter referred to as the “company”) Lu Xianrong, Wang Yuying and Ding bin are loyal and diligent With a serious and responsible attitude, the company carefully considered the relevant proposals of the 13th meeting of the second board of directors held on February 17, 2022, and expressed the following opinions:
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 and its abstract comply with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”).
2. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
3. Some of the incentive objects determined by the company’s restricted stock incentive plan for the first time have 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”) 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 situation that the company is not allowed to participate in the equity incentive of listed companies according to laws and regulations; There are no other circumstances recognized by the CSRC. The list of incentive objects granted for the first time meets the incentive object conditions specified in the administrative measures and listing rules, and meets the scope of incentive objects specified in the company’s restricted stock incentive plan 2022 (Draft) and its abstract. Its subject qualification as the incentive object of the company’s restricted stock incentive plan 2022 is legal and effective.
4. The company’s restricted stock incentive plan for 2022 (Draft) and its abstract comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the listing rules and so on;
Anhui Ronds Science & Technology Incorporated Company(688768) independent opinions of independent directors on matters related to the 13th meeting of the second board of directors
The granting arrangement and attribution arrangement (including the granting quantity, granting date, granting conditions, granting price, term of office, vesting conditions, vesting date, etc.) of restricted shares to each incentive object did not violate the provisions of relevant laws, regulations and normative legal documents, and did not infringe the interests of the company and all shareholders.
5. The company has no plans or arrangements to provide loans, loan guarantees or other forms of financial assistance to incentive objects.
6. The company’s implementation of restricted stock incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, enhance the company’s employees’ sense of responsibility and mission for the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
To sum up, we believe that this restricted stock incentive plan of the company 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 small and medium-sized shareholders. Some incentive objects granted by the company’s restricted stock incentive plan for the first time meet the conditions for becoming restricted stock incentive objects stipulated in laws, regulations and normative documents. We unanimously agree that the company will implement this restricted stock incentive plan, and agree that the board of directors of the company will submit the matter to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Independent opinions on the scientificity and rationality of the indicators set in this restricted stock incentive plan. The assessment indicators of this restricted stock incentive plan are divided into two levels: company level performance assessment and individual level performance assessment.
The performance indicators at the company level are the growth rate of operating revenue and the growth rate of net profit. The growth rate of operating revenue reflects the operation status and market scale of the enterprise and is one of the important indicators to predict the expansion trend of the company’s business; The index of net profit growth rate can truly reflect the profitability of the company and is an effective index to measure the operating efficiency and growth of enterprises. The setting of the company’s performance objectives is based on the company’s historical performance, industry development, market competition and the company’s future development plan. The assessment indicators set in this incentive plan are challenging, which will help to improve the company’s competitiveness and mobilize the enthusiasm of employees, so as to ensure the realization of the company’s future development strategy and business objectives, Bring more efficient and lasting returns to shareholders.
In addition to the strict performance appraisal system of the company, it can make a comprehensive and accurate evaluation of all the performance appraisal objects of the company. The company will determine whether the individual incentive object meets the attribution conditions according to the performance appraisal results of the incentive object in the previous year, and set a differentiated attribution proportion for the appraisal results of different levels, so as to truly achieve the effect of encouraging excellence and value creation.
Anhui Ronds Science & Technology Incorporated Company(688768) independent opinions of independent directors on matters related to the 13th meeting of the second board of directors
To sum up, 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.
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Anhui Ronds Science & Technology Incorporated Company(688768) independent opinions of independent directors on matters related to the 13th meeting of the second board of directors
(there is no text on this page, only the signature page of Anhui Ronds Science & Technology Incorporated Company(688768) independent directors’ independent opinions on matters related to the 13th meeting of the second board of directors)) Lu Xianrong (signature): Wang Yuying (signature): Ding bin (signature):
February 17, 2022
