Shenyu Communication Technology Inc(300563)
Independent directors’ opinions on the 22nd Meeting of the 4th board of directors
Independent opinions on relevant matters
In accordance with the rules for independent directors of listed companies, No. 2 self regulatory guidelines for listed companies of Shenzhen Stock Exchange – standardized operation of GEM listed companies and other laws and regulations, as well as the relevant provisions of Shenyu Communication Technology Inc(300563) articles of Association (hereinafter referred to as the “articles of association”) and Shenyu Communication Technology Inc(300563) independent director working system, As an independent director of Shenyu Communication Technology Inc(300563) (hereinafter referred to as “the company”), we hereby express our independent opinions on the relevant matters of the 22nd Meeting of the Fourth Board of directors of the company as follows:
1、 Independent opinions on the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary
The company plans to implement the 2022 restricted stock incentive plan (Draft). After careful review, we believe that:
1. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
2. The incentive objects granted by this 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”), the administrative measures, the articles of association and other laws, regulations and normative documents. The determined incentive objects are the directors, senior managers and Core management personnel and core technical personnel (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) that have a direct impact on the company’s business performance and future development identified by the company’s board of directors.
The incentive object granted does not have the 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.
3. The content of the company’s restricted stock incentive plan for 2022 (Draft) complies with the provisions of the company law, securities law, administrative measures and other relevant laws, regulations and normative documents.
4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
5. The company’s implementation of this restricted stock incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, enhance the company’s core management and technical personnel’s 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.
6. The company has formulated corresponding implementation and evaluation methods for this equity incentive plan, and established a perfect performance evaluation system and incentive and restraint mechanism to ensure the effective implementation of the incentive plan and promote the realization of the company’s strategic objectives.
Therefore, we unanimously agree on the equity incentive of the company and agree to submit the proposal on the company’s restricted stock incentive plan (Draft) and summary in 2022 to the general meeting of shareholders for deliberation.
2、 Independent opinions on the scientificity and rationality of the indicators set in the restricted stock incentive plan. The establishment of the assessment indicators of the company’s incentive plan complies with the laws and regulations and the basic provisions of the articles of association. The assessment indicators of the company’s incentive plan are divided into two levels: company performance assessment and individual performance assessment. The company’s performance index is the net profit attributable to the shareholders of the listed company after excluding the impact of the share based payment expenses of the incentive plan. The net profit growth rate index reflects the profitability of the company, is the final embodiment of the growth of the enterprise, and 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 company’s performance appraisal, 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 for lifting the sales restriction according to the performance evaluation results of the incentive object in the previous fiscal year.
In conclusion, after careful review, all our independent directors agree that the assessment system of the company’s restricted stock incentive plan in 2022 is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a binding effect on the incentive objects, which can achieve the assessment purpose of the restricted stock incentive plan in 2022, And agreed to submit the proposal on formulating the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 to the general meeting of shareholders of the company for deliberation.
(there is no text on this page, which is the signature page of Shenyu Communication Technology Inc(300563) independent director’s independent opinions on matters related to the 22nd Meeting of the 4th board of directors) signature of independent director:
Gu Guixin, Xi Haiqing, Sun Tao
March 1, 2022
