Venustech Group Inc(002439) independent directors’ independent opinions on matters related to the 27th (Interim) meeting of the Fourth Board of directors
As an independent director of Venustech Group Inc(002439) (hereinafter referred to as the “company”) in accordance with the guiding opinions on the establishment of independent director system in listed companies, the standards for the governance of listed companies, the Venustech Group Inc(002439) articles of Association (hereinafter referred to as the “articles of Association”) and the working system of independent directors issued by the CSRC, Independent opinions on relevant matters of the 27th (Interim) meeting of the Fourth Board of directors of the company are as follows:
1、 Independent opinions on the company’s 2022 restricted stock incentive plan (Draft) and its abstract 1. It is not found that the company is prohibited from implementing equity incentive 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 equity incentive.
2. The incentive objects determined in the first part of the equity incentive plan of the company 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”) and other laws, regulations and normative documents, as well as the articles of Association; There is no case that the stock exchange has identified it as an inappropriate candidate within the last 12 months; There is no situation in which the CSRC and its dispatched offices have identified them as inappropriate candidates 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; There is no circumstance that the company is not allowed to serve as a director or senior manager of the company as stipulated in the company law; There is no case that the company is not allowed to participate in the equity incentive of listed companies according to laws and regulations. The incentive objects meet the conditions of incentive objects specified in the administrative measures and the scope of incentive objects specified in the 2022 restricted stock incentive plan (Draft), and their subject qualification as incentive objects of the company is legal and effective.
3. The formulation, review procedures and contents of the company’s restricted stock incentive plan for 2022 (Draft) and its summary comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures and so on; The granting and lifting of restrictions on the sale of restricted shares to each incentive object (including the granting amount, granting date, granting price, restricted sale period, lifting of restricted sale period, lifting of restricted sale conditions and other matters) did not violate the provisions of relevant laws, regulations and normative documents, and did not damage the interests of the company and all shareholders.
4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
5. Related directors have avoided voting on relevant proposals in accordance with the company law, securities law, administrative measures and other laws, regulations and normative documents as well as the relevant provisions of the articles of association.
6. The company’s implementation of equity incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, and enhance the company’s management team and key employees’ sense of responsibility and mission for the sustainable and healthy development of the company, which is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
To sum up, we agree that the company will implement this equity incentive plan.
2、 Independent opinions on the scientificity and rationality of the assessment indicators set in the restricted stock incentive plan in 2022
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 performance indicators at the company level are the growth rate of operating revenue and the growth rate of net profit. The growth rate of operating revenue reflects the operation status and market scale of the enterprise and is one of the important indicators to predict the expansion trend of the company’s business; The index of net profit growth rate can truly reflect the profitability of the company and is an effective index to measure the operating efficiency and growth of enterprises. After reasonable prediction and considering the incentive effect of the incentive plan, the company sets the performance evaluation target for the equity incentive plan as taking the operating income in 2021 as the base, and the growth rate of operating income in 2022, 2023 and 2024 shall not be less than 20%, 45% and 70% respectively, or taking the net profit in 2021 as the base, and the growth rate of net profit in 2022, 2023 and 2024 shall not be less than 25% and 55% respectively 85%； The above performance objectives are set based on the company’s historical performance, industry development, market competition and the company’s future development plan. The assessment indicators set in this equity incentive plan are challenging, which will help to improve the company’s competitiveness and mobilize the enthusiasm of employees, so as to ensure the realization of the company’s future development strategy and business objectives, Bring more efficient and lasting returns to shareholders.
In addition to the performance appraisal at the company level, the company has set up a strict performance appraisal system for all incentive objects, which can make a more accurate and comprehensive comprehensive evaluation on the work performance of incentive objects. According to the performance evaluation results of the incentive object in the previous year, the company will determine whether the individual incentive object meets the conditions for lifting the sales restriction, and set a differentiated proportion for the evaluation results of different levels, so as to truly achieve the effect of encouraging excellence and value creation.
To sum up, the assessment system of the company’s equity 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 equity incentive plan.
Independent directors: Zhang Hongliang, Liu Junyan, Zhang Xiaoting March 1, 2022
