Opinions of Chengdu Dahongli Machinery Co.Ltd(300865) independent directors
Chengdu Dahongli Machinery Co.Ltd(300865) independent director
Independent opinions on matters related to the 26th meeting of the third board of directors are in accordance with the rules for independent directors of listed companies issued by the CSRC As independent directors of Chengdu Dahongli Machinery Co.Ltd(300865) (hereinafter referred to as “the company”), the Shenzhen Stock Exchange’s guidelines for the standardized operation of companies listed on the growth enterprise market, the Shenzhen Stock Exchange’s rules for the listing of shares on the growth enterprise market, the articles of association, the working system of independent directors and other relevant laws, regulations and rules are based on rigorous With a serious and responsible attitude, I express the following independent opinions on the relevant proposals of the 26th meeting of the third board of directors of the company:
1、 Independent opinions on the company’s 2022 restricted stock incentive plan (Draft) and its abstract 1. The formulation of the company’s 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)” and “this incentive plan”) and its abstract The review process complies with the provisions of relevant laws, regulations and normative documents such as the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”). 2. The company is not prohibited to implement the equity incentive plan by the administrative measures and other laws and regulations, and the company has the subject qualification to implement the equity incentive plan.
3. The incentive objects determined in the incentive plan comply with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the articles of association, as well as the actual needs of the company’s business development. At the same time, all incentive objects are not prohibited from being granted restricted shares as stipulated in the administrative measures and other relevant laws and regulations, and the subject qualification of incentive objects is legal and effective.
4. The contents of the company’s incentive plan (Draft) and its summary comply with the provisions of relevant laws and regulations such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange on the gem, the administrative measures, and the granting arrangements for restricted shares of each incentive object The ownership arrangement (including the granting amount, granting date, granting conditions, granting price, waiting period, vesting period, vesting conditions, etc.) does not violate the provisions of relevant laws and regulations and 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 this incentive plan by the company is conducive to improving the incentive and restraint mechanism of the company and improving the sustainability of the company
Opinions of Chengdu Dahongli Machinery Co.Ltd(300865) independent directors
Sustainable development ability, enhance the sense of responsibility and mission of the company’s management team and key employees to realize the sustainable and healthy development of the company, so as to improve the company’s performance without damaging the interests of the company and all shareholders.
7. The related directors have avoided voting in accordance with 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 laws and regulations, departmental rules and normative documents, as well as the relevant provisions in the articles of association, and the relevant proposals are considered by the non related directors.
After carefully reviewing the incentive plan, we believe that the incentive plan can improve the company’s long-term incentive mechanism and promote the convergence of the interests of the company’s employees and the company’s long-term interests; It is conducive to the sustainable and healthy development of the company and will not damage the interests of the company and all shareholders. Therefore, we agree that the company will implement the incentive plan and submit relevant proposals of the incentive plan to the general meeting of shareholders for deliberation.
2、 Independent opinions on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022
We have carefully checked and understood the relevant situation of the company’s measures for the administration of the implementation of the restricted stock incentive plan in 2022 (hereinafter referred to as the “measures for the administration of assessment”), and after discussion, we express the following independent opinions:
The establishment of assessment indicators of the incentive plan complies with the basic provisions of laws and regulations and the articles of association, and is divided into two levels: company level performance assessment and individual level performance assessment.
The performance index at the company level is the growth rate of operating revenue, which is an important symbol to measure the operation status and market share of the enterprise and predict the future business development trend of the enterprise. The determination of the specific value comprehensively considers the macroeconomic environment, industry development, market competition and the company’s future development plan and other relevant factors, as well as the realization possibility and incentive effect on the company’s employees. The index setting is scientific and reasonable.
In addition to the performance appraisal at the company level, the company has also set up a strict personal performance appraisal system for the individual incentive objects, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of the incentive objects. The company will determine whether the incentive object meets the conditions of ownership according to the performance evaluation results of the incentive object in the previous year. For the incentive object, the achievement of performance appraisal goal is realizable and can achieve good incentive effect; For the company, the setting of performance evaluation indicators takes into account the interests of incentive objects, the company and shareholders, which is conducive to attracting and retaining excellent talents, improving the company’s market competitiveness and sustainable development ability, so as to achieve the company’s phased development goals and medium and long-term strategic plans.
At the same time, the assessment management measures clearly stipulates various indicators and the Department responsible for assessment and evaluation, provides institutional guarantee for the implementation of subsequent performance assessment, and ensures the authenticity and reliability of assessment data.
Opinions of Chengdu Dahongli Machinery Co.Ltd(300865) independent directors
To sum up, we believe that the assessment management measures of the incentive plan has clear indicators and strong operability, which helps to improve the competitiveness of the company, increase the attraction of the company to talents in the industry, play a positive role in promoting the construction of the company’s core team, and have a strong restraint effect on the incentive objects, which can achieve the assessment purpose of the incentive plan. Therefore, we agree to submit relevant proposals to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the company’s use of some idle raised funds to temporarily supplement working capital
The company will temporarily supplement some idle raised funds with working capital, which will help to improve the use efficiency of idle raised funds and reduce the company’s financial expenses, which is in line with the interests of the company and shareholders. The company’s use of some idle raised funds to temporarily supplement working capital meets the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and the company’s management system for raised funds, It has not affected the implementation plan and construction progress of the project invested by the raised funds, and there is no situation damaging the interests of minority shareholders. It is agreed that the company will use the idle raised funds to supplement the working capital temporarily.
4、 Independent opinions on providing financial lease repurchase guarantee to customers
The company carries out financial leasing business with financial leasing companies and customers and provides financial leasing guarantee for customers, which is conducive to the company’s expansion of market, development of customer resources and meeting the capital needs of the company’s daily operation. The company strictly selects and carefully manages according to the conditions of external guarantee, and requires the guaranteed object, that is, the company’s customers, to provide counter guarantee measures for the company’s guarantee to strengthen risk control. At present, the company’s customer Yunnan Datong Labor Service Co., Ltd. operates normally, with good assets, funds and credit status, and the risk is generally controllable. The company guarantees that it will not bring significant adverse risks to the company’s production and operation.
The meeting procedures and voting procedures of the board of directors of the company to consider matters related to providing joint and several liability guarantee for customers’ performance obligations of leasing machinery and equipment and paying financial leasing expenses to YONGYING Financial Leasing Co., Ltd. in the form of financial leasing comply with the provisions of relevant laws and regulations and the articles of association, and the resolutions formed are legal and effective. The independent directors unanimously agree to the above guarantee matters.
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Independent directors: Wang Zhenwei, he Zhen, he Xiqiong
