Beijing Hezong Science&Technology Co.Ltd(300477)
Beijing Hezong Science&Technology Co.Ltd(300477)
Independent directors’ independent opinions on matters related to the second meeting of the sixth board of directors of the company are in accordance with the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies No. 2 – standardized operation of GEM listed companies and Beijing Hezong Science&Technology Co.Ltd(300477) (hereinafter referred to as the “company”) In accordance with the relevant provisions of relevant laws, regulations and rules, such as the independent director system, we, as the independent director of the company, in the attitude of being responsible to the company and all shareholders and based on the position of independent judgment, express the following independent opinions on the relevant matters considered at the second meeting of the sixth board of directors of the company:
1、 Independent opinions on Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan (Draft) and its summary
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 “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 the equity incentive plan is prohibited by laws and regulations, the company has the subject qualification to implement the equity incentive plan.
2. The drafting and deliberation process of Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan (Draft) and its summary comply with the provisions of relevant laws, regulations, rules and normative documents.
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, the securities law of the people’s Republic of China and other laws, regulations and normative documents as well as the articles of association. The incentive objects determined in the incentive plan are the company’s directors, senior managers, managers of the company and its subsidiaries, core business (technical) backbone and other incentive objects that the board of directors deems necessary to be encouraged. They all 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 and senior managers of the company Beijing Hezong Science&Technology Co.Ltd(300477) as stipulated in the company law of the people’s Republic of China;
(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 Listing Rules of GEM stocks of Shenzhen Stock Exchange, and meet the incentive object scope specified in the Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan (Draft) and its abstract. As the incentive object of the company’s equity incentive plan, its subject qualification is legal and effective.
4. The contents of Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan (Draft) comply 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 incentive objects 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 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.
To sum up, we agree on matters related to the company’s implementation of the restricted stock incentive plan.
2、 Independent opinions on the administrative measures for the implementation and assessment of Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan
After careful review of the restricted stock ownership assessment indicators specified in the Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan (Draft), we believe that:
1. The appraisal indicators of the company’s restricted stock incentive plan in 2022 are divided into two levels: company level performance appraisal and individual level performance appraisal. The company selects the annual operating revenue value or the cumulative annual operating revenue value as the company level performance index. This index can reflect the operation of the company. It is an important index to evaluate the growth status and development ability of the enterprise. It can fully reflect the operation status, market scale and growth of the company. While reflecting high growth, it ensures the expected incentive effect, effectively combines the interests of shareholders, the company and the core team, and makes all parties pay common attention to the long-term development of the company, so as to better achieve the assessment purpose of this incentive plan. It helps to improve the company’s competitiveness and mobilize the enthusiasm of employees, ensure the realization of the company’s future development strategy and business objectives, and bring more efficient and lasting Beijing Hezong Science&Technology Co.Ltd(300477) returns to shareholders. The determination of the specific value comprehensively considers the macroeconomic environment, industry development status, the company’s profitability in the historical period and future development planning and other relevant factors. After reasonable prediction and taking into account the incentive role of the plan, the operating income index set by the company for the restricted stock incentive plan is reasonable and scientific.
2. 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.
In conclusion, after careful review, all our independent directors agree that 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 the incentive objects, which can achieve the assessment purpose of the incentive plan.
independent director:
Liu Songyuan, Liu Guangchao, Zhang Ning
specific date
