Lizhong Sitong Light Alloys Group Co.Ltd(300428)
Independent opinions of independent directors on matters related to the 24th Meeting of the Fourth Board of directors of the company
As an independent director of Lizhong Sitong Light Alloys Group Co.Ltd(300428) (hereinafter referred to as “the company”), in accordance with the articles of association, the rules of procedure of the board of directors, the working system of independent directors and other relevant rules and regulations, based on the principle of prudence and the position of independent judgment, I hereby express the following opinions on the relevant proposals of the 24th 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
Independent directors expressed independent opinions that:
1. The company does not have such laws as the measures for the administration of equity incentives of listed companies (hereinafter referred to as the “administrative measures”), the self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling (hereinafter referred to as the “business handling guidelines”), and the Listing Rules of shares on the gem of Shenzhen Stock Exchange Where the implementation of equity incentive plan is prohibited by laws and regulations, it does not involve the avoidance of voting by related directors.
2. The company is not prohibited to implement the equity incentive plan by laws and regulations such as the management measures and business handling guidelines. The company has the subject qualification to implement the equity incentive plan.
3. 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”) and other laws, regulations and normative documents, as well as the articles of association. The incentive objects determined in the incentive plan are senior managers, middle and senior managers and core technical (business) personnel of the company (including wholly-owned subsidiaries or holding subsidiaries, the same below), who have employment, employment or labor relations with the company, excluding independent directors and supervisors, Nor does it include shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children, 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 administrative measures and the GEM Listing Rules of Shenzhen Stock Exchange, and the scope of incentive objects specified in the company’s 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.
4. The content of the company’s restricted stock incentive plan in 2022 (Draft) complies with the provisions of relevant laws and regulations such as the administrative measures, business handling guidelines, Shenzhen Stock Exchange gem stock listing rules, 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.
5. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
6. The implementation of equity incentive plan by the company 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, which can improve the company’s long-term incentive mechanism, promote the convergence of the interests of the company’s employees and the company’s long-term interests, establish and improve the benefit sharing and restraint mechanism among the company, shareholders and business backbone employees, and further improve the corporate governance structure, 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. We agree that the company implement this restricted stock incentive plan and submit it to the general meeting of shareholders for deliberation.
2、 Independent opinions on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022
Independent directors expressed independent opinions that:
The appraisal indicators of the company’s restricted stock incentive plan are divided into company level performance appraisal and individual level performance appraisal.
The company level performance assessment net profit index, which is an important index reflecting the company’s operating conditions and the growth of market value. The performance indicators are set 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, and 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 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 restrictive effect on the incentive objects, which can achieve the assessment purpose of the incentive plan. We agree with the measures for the Administration of the implementation of the company’s restricted stock incentive plan in 2022 formulated by the company, And submit it to the general meeting of shareholders for deliberation.
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Zhao Lisan, Tang Xuanli Liang
Lizhong Sitong Light Alloys Group Co.Ltd(300428) independent director February 18, 2022
