Hunan Yujing Machinery Co.Ltd(002943)
Opinions of independent directors on matters related to the eighth meeting of the Fourth Board of directors of the company
separate opinion
In accordance with the requirements of the company law, the standards for the governance of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the rules for independent directors of listed companies and other laws and regulations, as well as the provisions of the articles of association, the working system of independent directors and other company systems, As an independent director of the Fourth Board of directors of Hunan Yujing Machinery Co.Ltd(002943) (hereinafter referred to as “the company”), we express independent opinions on the matters related to the eighth meeting of the Fourth Board of directors of the company as follows:
1、 Independent opinions on the company’s 2022 stock option incentive plan (Draft) and its abstract 1. The preparation of the company’s 2022 stock option incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”) and its abstract The review process complies with the provisions of relevant laws, regulations, rules and normative documents such as the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”).
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. The incentive objects of the 2022 stock option incentive plan 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”), the administrative measures, the articles of association and other laws, regulations and normative documents. The determined incentive objects are the company’s senior managers and key employees (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, 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 subject qualification of incentive objects is legal and effective.
4. The contents of the company’s incentive plan (Draft) comply with the provisions of the company law, securities law, administrative measures and other relevant laws, regulations and normative documents; The authorization arrangement and exercise arrangement (including authorization amount, authorization date, exercise price, waiting period, exercise period, exercise conditions and other matters) of stock options of each incentive object do not violate the provisions of relevant laws, regulations and normative documents, and do not infringe the interests of the company and all shareholders.
5. There is no loan, guarantee or other incentive arrangement for the company.
6. The company’s implementation of the 2022 stock option incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, enhance the company’s management team and core 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. In conclusion, after careful review, all our independent directors agree that the company’s 2022 stock option incentive plan is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents, and 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’s 2022 stock option incentive plan meet the conditions for becoming the incentive object of stock option stipulated in laws, regulations and normative documents. Therefore, we unanimously agree that the company will implement the incentive plan and submit the proposal to the general meeting of shareholders for deliberation.
2、 Independent opinions on the assessment management measures for the implementation of the company’s 2022 stock option incentive plan
In order to achieve the purpose of implementing the stock option incentive plan in 2022, the company has formulated corresponding assessment management measures. Among them, the evaluation indicators of the incentive plan are divided into two levels: company level performance evaluation and individual level performance evaluation.
Performance indicators at the company level are operating income or net profit indicators. Operating income indicators are important indicators to measure the operating status and market share of enterprises and predict the future business development trend of enterprises. Net profit indicators are the final embodiment of the profitability and growth of enterprises. The above indicators can establish a better image of the capital market. The determination of specific values comprehensively considers the macroeconomic environment, industry development, market competition and the company’s future development plan and other relevant factors, comprehensively considers the realization possibility and incentive effect on the company’s employees, 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 exercise conditions according to the performance evaluation results of the incentive object in the previous year.
In conclusion, after careful review, all our independent directors agree that the assessment system of the company’s 2022 stock option 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 2022 stock option incentive plan, And agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
Independent directors: Du Xinyu, Jiang Yunhui, Tang Xi, February 24, 2022 [there is no text below this page, and the next page is the signature page]
(there is no text on this page, which is the signature page of Hunan Yujing Machinery Co.Ltd(002943) independent directors’ independent opinions on matters related to the eighth meeting of the Fourth Board of directors of the company.) Signature of independent director:
Du Xinyu, Jiang Yunhui, Tang Xi
February 24, 2022
