Arctech Solar Holding Co.Ltd(688408)
Independent directors’ opinions on relevant matters of the 28th meeting of the second board of directors
Independent opinion of
As an independent director of Arctech Solar Holding Co.Ltd(688408) (hereinafter referred to as the “company”), in accordance with the company law, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”), the guidance on establishing an independent director system in listed companies, the articles of association and other relevant laws and regulations and the company’s regulations, Reviewed the relevant proposals considered at the 28th meeting of the second board of directors of the company, and expressed the following independent opinions on relevant matters based on an independent and objective position and a responsible and prudent attitude:
1、 Independent opinions on the company’s Arctech Solar Holding Co.Ltd(688408) 2022 restricted stock incentive plan (Draft) and its abstract
1. The drafting and deliberation process of Arctech Solar Holding Co.Ltd(688408) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)” or “this incentive plan”) complies 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 “administrative measures”), listing rules and so on.
2. It is not found that the company is prohibited from implementing equity incentive as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement equity incentive plan.
3. The incentive objects granted by the company for the first time in this incentive plan have not been identified as inappropriate candidates by the stock exchange in 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 are no circumstances stipulated in the company law in which an officer may not serve as a director or manager; There is no case that the listed company is not allowed to participate in the equity incentive according to laws and regulations. The listed personnel meet the incentive object conditions specified in the administrative measures and the listing rules, meet the incentive object scope specified in the company’s incentive plan (Draft), and their subject qualification as the incentive object of the company’s current incentive plan is legal and effective.
4. The contents of the company’s incentive plan (Draft) 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; The granting and release of restricted shares (including the number of shares granted, the date of grant, the conditions of grant, the price of grant, the term of office, the conditions of release of restrictions on sale / vesting, the date of release of restrictions on sale / vesting, etc.) of each incentive object comply with the provisions of relevant laws, regulations and normative documents, and there is no situation that damages the legitimate rights and 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 this incentive plan is conducive to further optimize the corporate governance structure, promote the company to establish and improve the long-term incentive and restraint mechanism, improve the company’s salary assessment system, and enhance the overall cohesion of the company; Mobilize the enthusiasm of the company’s core team to ensure the realization of the company’s future development strategy and business objectives, which is conducive to the sustainable and healthy development of the company and will not damage the interests of the company and its shareholders.
To sum up, we believe that this 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. The incentive objects granted by the company for the first time in this incentive plan meet the conditions for becoming incentive objects specified in laws, regulations and normative documents. We agree that the company will implement the incentive plan and submit the matter to the general meeting of shareholders for deliberation.
2、 Proposal on the company’s measures for the administration of Arctech Solar Holding Co.Ltd(688408) 2022 restricted stock incentive plan implementation assessment
The appraisal indicators of the company’s restricted stock incentive plan in 2022 are divided into two levels: the performance appraisal at the company level and the performance appraisal at the individual level.
The company selects the operating income or net profit as the performance evaluation indicators at the company level, and the above indicators are the core financial indicators of the company. Operating income is the main operating achievement of the company and an important symbol to measure the operating status and market share of the enterprise and predict the business expansion trend of the enterprise. Net profit is the main index to measure the operating efficiency of an enterprise, which can truly reflect the profitability and growth of the company. The company has comprehensively considered the macroeconomic environment, industry development trend, market competition, the company’s strategic planning and its own situation and other relevant factors. After reasonable prediction and taking into account the incentive role of the plan, the company has set the target value of operating revenue from 2022 to 2024, which is not less than 5 billion yuan, 6 billion yuan and 7.5 billion yuan respectively; Or the target value of net profit from 2022 to 2024 shall not be less than the performance assessment target of 400 million yuan, 550 million yuan and 700 million yuan respectively. The incentive plan sets up a ladder assessment mode of exercising rights and interests at the company level, which realizes the dynamic adjustment of the proportion of exercising rights and interests, reflects the high growth requirements and ensures the expected incentive effect, which is conducive to mobilizing the enthusiasm of employees, improving the core competitiveness of the company, ensuring the realization of the company’s future development strategy and business objectives, and 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 for lifting the sales restriction / ownership according to the performance appraisal results of the incentive object.
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. We unanimously agreed to submit the proposal to the general meeting of shareholders of the company for deliberation. (no text below)
Arctech Solar Holding Co.Ltd(688408) independent directors: Sun Yansheng, Wang huaiming and Shen Wenzhong February 17, 2022
