Shanghai Supezet Engineering Technology Corp.Ltd(688121) independent director
Independent opinions on matters related to the 20th meeting of the second board of directors
In accordance with the relevant provisions of the rules for independent directors of listed companies, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the performance of duties of independent directors of listed companies, the guidelines for the governance of listed companies, the working system of Shanghai Supezet Engineering Technology Corp.Ltd(688121) independent directors and the articles of association of Shanghai Supezet Engineering Technology Corp.Ltd(688121) (hereinafter referred to as the “articles of association”) of China Securities Regulatory Commission, As an independent director of Shanghai Supezet Engineering Technology Corp.Ltd(688121) (hereinafter referred to as “the company”), in a serious, rigorous and responsible attitude, we express the following independent opinions on the relevant matters considered at the 20th meeting of the second board of directors of the company:
1、 Independent opinions on the proposal on the company’s 2022 restricted stock incentive plan (Draft) > and its summary
1. The formulation, review process and contents of the company’s restricted stock incentive plan (Draft) in 2022 and its summary comply with the provisions of relevant laws and regulations such as the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”).
2. 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.
3. The incentive objects determined in this restricted equity incentive plan comply with the company law of the people’s Republic of China and other laws, regulations and the articles of association. At the same time, the incentive objects are not prohibited from becoming incentive objects as stipulated in the management measures, There is no case that the stock exchange has identified it as an inappropriate candidate within the last 12 months; There are no candidates identified as inappropriate by the CSRC and its dispatched offices 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; The subject qualification of the incentive object is legal and effective.
4. The content of this restricted equity incentive plan complies with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the administrative measures and other relevant laws, regulations and normative documents, The arrangement of granting restricted shares to each incentive object and the attribution arrangement of restricted shares granted to each incentive (including the number of grants, date of grant, conditions of grant, price of grant, date of attribution, conditions of attribution, etc.) do not violate the provisions of relevant laws and regulations, and do not infringe the interests of the company and all shareholders.
5. There is no loan or loan guarantee provided by the company to the incentive object in this restricted equity incentive plan
6. When the board of directors deliberated the proposal, the deliberation procedures were in line with the provisions of relevant laws and regulations.
7. The implementation of the equity incentive plan by the company is conducive to further improving the corporate governance structure, improving the corporate incentive mechanism, attracting and retaining the core backbone, fully mobilizing their enthusiasm and creativity, effectively improving the cohesion of the core team and the core competitiveness of the enterprise, effectively combining the interests of shareholders, the company and the core team, and making all parties pay common attention to the long-term development of the company, Ensure that the realization of the company’s strategy and business objectives will not damage the interests of the company and all shareholders.
2、 Independent opinions on the proposal of the company on the management measures for the implementation and assessment of the restricted stock incentive plan in 2022
The assessment indicators of this restricted stock incentive plan are divided into two levels: company level performance assessment and individual level performance assessment. In order to realize the company’s strategy and maintain the existing competitiveness, the assessment index at the company level of the incentive plan is operating income. This index can truly reflect the company’s operation and market share. It is an effective index to predict the business development trend of the enterprise and measure the growth of the company. 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.
The company’s formulation of the management measures for the implementation and assessment of the restricted stock incentive plan in 2022 can improve the company’s long-term incentive and restraint mechanism, improve the company’s sustainable development ability, fully mobilize the enthusiasm, sense of responsibility and sense of mission of the company’s core team, and effectively combine the interests of shareholders, the company and the personal interests of the core team, Improve the management efficiency and the enthusiasm, creativity and sense of responsibility of all parties, and finally improve the company’s performance.
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. Independent directors believe that the company’s implementation of this restricted stock incentive plan 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 of the company, especially small and medium-sized shareholders. The incentive objects granted by the company’s restricted stock incentive plan meet the conditions for becoming restricted stock incentive objects specified in laws, regulations and normative documents. The independent directors unanimously agreed that the company would implement the restricted stock incentive plan and agreed that the board of directors would submit the matter to the general meeting of shareholders for deliberation.
The opinions are hereby.
(no text below)
(there is no text on this page, which is the signature page of Shanghai Supezet Engineering Technology Corp.Ltd(688121) independent directors’ independent opinions on matters related to the 20th meeting of the second board of directors)
Wang Junmin (signature):
February 24, 2022
(there is no text on this page, which is the signature page of Shanghai Supezet Engineering Technology Corp.Ltd(688121) independent directors’ independent opinions on matters related to the 20th meeting of the second board of directors) song Yuanyuan (signature):
February 24, 2022
(there is no text on this page, which is the signature page of Shanghai Supezet Engineering Technology Corp.Ltd(688121) independent directors’ independent opinions on matters related to the 20th meeting of the second board of directors) sun Maozhu (signature):
February 24, 2022
