Independent opinions of independent directors on relevant matters of the company
As an independent director of the sixth board of directors of Shenzhen Noposion Agrochemicals Co.Ltd(002215) (hereinafter referred to as “the company”), in accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board In accordance with the articles of association, the independent director system and other relevant provisions of the company, based on the position of independent judgment, we hereby express the following opinions on the relevant matters considered at the fifth meeting (Interim) of the sixth board of directors of the company:
1、 Independent opinions on using part of the raised funds to increase capital to wholly-owned subsidiaries for the implementation of raised investment projects
After review, we believe that the use of the raised funds to increase the capital of the two wholly-owned subsidiaries is conducive to the smooth implementation of the investment projects with the raised funds and the long-term development of the company, and there is no damage to the interests of shareholders, The deliberation procedure of the proposal complies with the provisions of relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the articles of association and the raised funds management system, and is in line with the interests of the company and all shareholders. We agree that the company will use the raised funds to increase the capital of Guangdong Xinian and Shaanxi Biao.
2、 Independent opinions on the company’s 2022 restricted stock incentive plan (Draft)
(I) the company has the subject qualification to implement the equity incentive plan, and 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.
(II) the incentive objects of this plan are qualified to participate in the equity incentive of listed companies as stipulated in the company law, management measures and other laws, regulations and normative documents. The incentive objects are the company’s core managers, excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
The incentive object does not have the following circumstances: 1. It has been identified as an inappropriate candidate by the stock exchange in the last 12 months; 2. In the last 12 months, they have been identified as inappropriate candidates 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. It is prohibited to serve as a director or an officer under the provisions of 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.
(III) the company’s 2022 restricted stock incentive plan (Draft) and its summary comply with the provisions of the company law, the securities law and the administrative measures; The granting and lifting of restricted shares to incentive objects did not violate the provisions of relevant laws, regulations and normative documents, and did not infringe the interests of the company and all shareholders.
(IV) the company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to incentive objects.
(V) the total number of subject shares involved in the company’s equity incentive plan does not exceed 10% of the total share capital of the company, and the total number of company shares granted to each incentive object through all effective equity incentive plans does not exceed 1% of the total share capital of the company.
(VI) the implementation of this plan by the company is conducive to further improving the governance structure, improving the incentive mechanism, enhancing the sense of responsibility and mission of the company’s core management team to the company, conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
To sum up, we unanimously agree that the company will implement this equity incentive, and agree to submit the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary to the general meeting of shareholders for deliberation. 3、 Independent opinions on the scientificity and rationality of the indicators set in the assessment management measures for the implementation of the company’s restricted stock incentive plan in 2022
The performance appraisal indicators of this plan include company performance indicators and individual performance indicators. The plan chooses the net profit growth rate attributable to the shareholders of the listed company as the performance index of the company. The growth rate of net profit attributable to shareholders of listed companies directly reflects the company’s operating performance and growth ability. The performance indicators set comprehensively consider their own historical performance, business environment, industry conditions, future development planning and other relevant factors, and the indicators are set reasonably and scientifically. For the incentive object, the performance goal is clear and challenging; For the company, the setting of performance indicators can promote the incentive objects to work hard and improve the performance of the company. The setting of the company’s performance indicators in this plan is conducive to improving the company’s competitiveness and the construction level of the company’s core management team. The plan sets scientific and reasonable personal performance appraisal indicators, 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 sales restriction 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, 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.
(there is no text on this page, which is the signature page of independent directors’ independent opinions on relevant matters of the company) signature of independent directors:
Li Changqing, Li Xiaodong
Shenzhen Noposion Agrochemicals Co.Ltd(002215)
February 21, 2002
