Shanghai Nenghui Technology Co.Ltd(301046) independent director
On relevant matters of the 20th meeting of the second board of directors of the company
separate opinion
According to 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 the standardized operation of GEM listed companies of Shenzhen Stock Exchange and other relevant laws and regulations, normative documents and the working system of Shanghai Nenghui Technology Co.Ltd(301046) independent directors According to the Shanghai Nenghui Technology Co.Ltd(301046) articles of Association (hereinafter referred to as the "articles of association"), as an independent director of Shanghai Nenghui Technology Co.Ltd(301046) (hereinafter referred to as the "company"), we have carefully reviewed the materials of relevant matters with an attitude of being responsible to the company and all shareholders, and now express the following independent opinions on the relevant proposals considered at the 20th meeting of the second board of directors of the company:
1、 About the company
<2021 年限制性股票激励计划（草案）>
1. The company is not 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. About the company
<2021年限制性股票激励计划（草案）>
The drafting and deliberation process of the proposal and its summary (hereinafter referred to as "incentive plan (Draft)") complies with the provisions of the management measures and other relevant laws, regulations, rules and normative documents.
3、 The incentive object of this restricted stock incentive plan of the company has 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 incentive object of this time is the company Directors, senior managers and key personnel (including subsidiaries) (excluding independent directors, supervisors, foreign employees, shareholders individually or jointly holding more than 5% of the shares of the listed company, actual controllers of the listed company and their spouses, parents and children). The incentive objects do not have the following circumstances: (1) they have been identified as inappropriate candidates by the stock exchange in the last 12 months; (2) Being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months; (3) being subject to administrative punishment or market entry prohibition measures by the CSRC and its dispatched offices due to major violations of laws and regulations within the last 12 months; (4) having the situation that they are not allowed to serve as directors and 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. The subject qualification of the proposed incentive object is legal and effective. 4. The contents of the company's incentive plan (Draft) comply with the company law, securities law and administrative measures And other relevant laws, regulations and normative documents; The granting and release of restricted shares (including granting amount, granting date, granting conditions, granting price, restricted sale period, release of restricted sale period / vesting period, release of restricted sale / vesting conditions, etc.) of each incentive object did not violate the provisions of relevant laws, regulations and normative documents, and did not damage the company and all shareholders.
5. When the board of directors of the company deliberated the relevant proposals, the related directors have avoided voting on the relevant proposals in accordance with the relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and the non related directors shall deliberate and vote on the relevant proposals.
6. The resource source of the incentive object is the self raised funds of the incentive object. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive object.
7. The company's implementation of the restricted stock incentive plan in 2021 is conducive to improving the corporate governance structure, establishing and improving the company's long-term incentive and restraint mechanism, attracting and retaining directors, senior managers and key personnel, fully mobilizing their enthusiasm and creativity, effectively improving the cohesion of the core team and the core competitiveness of the enterprise, and effectively bringing shareholders The interests of the company and the core team are combined to make all parties pay common attention to the long-term development of the company and ensure the realization of the company's development strategy and business objectives.
In conclusion, after careful review, all our independent directors agree that the company's restricted stock incentive plan is conducive to the sustainable and healthy development of the company and does not damage the interests of the company and all shareholders, especially minority 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. We unanimously agree that the company will implement this equity incentive and agree to
<2021年限制性股票激励计划（草案）>
And its abstract shall be submitted to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the scientificity and rationality of the indicators set in the restricted stock incentive plan in 2021
The evaluation indicators of the incentive plan are divided into two levels: company level performance evaluation and individual level performance evaluation.
The company selects net profit as the performance evaluation index at the company level. The net profit index can truly reflect the company's operation and market conditions. It is an effective index to predict the business expansion trend and measure the company's growth. The incentive plan will assess the company's performance indicators by year in the fiscal year from 2022 to 2024. The target value of the company's performance assessment is based on the net profit of 2021, and the growth rate of net profit from 2022 to 2024 shall not be less than 25%, 50% and 80% respectively. If the performance level of the company in the current period fails to meet the performance assessment target conditions during each period of lifting the restriction on sale, the restriction on sale of all restricted shares of incentive objects that can be lifted in the corresponding assessment year shall not be lifted, and the company shall repurchase and cancel them at the grant price plus the deposit interest of the people's Bank of China in the same period. If the performance level of the company in the current period fails to meet the performance assessment target conditions in each vesting period, the vesting of the restricted shares of the second category that have been granted but not yet vested according to the plan shall be cancelled and invalid.
The company is a smart energy integrated technology service provider focusing on photovoltaic power generation design, system integration, investment and operation, and carrying out emerging businesses such as energy storage microgrid, electric energy substitution, waste pyrolysis and clean heating. The company is located in the downstream of the photovoltaic power generation industry chain, and its main business covers photovoltaic power station investment, design, system integration and operation and maintenance. The downstream of the photovoltaic industry chain is characterized by large business volume and many participants, but there are few technology-based companies with core technology and strong design ability and taking design as the main line for whole process control. Under the background of "double carbon" goal, the company has ushered in a historic development opportunity.
In this context, the company has comprehensively considered the macroeconomic environment, the company's historical performance, industry development, market competition and the company's future development plan and other relevant factors, and set the company level performance assessment indicators of the restricted stock incentive plan. The assessment indicators set in this plan are challenging, which will help to improve the company's competitiveness and mobilize the enthusiasm of the backbone team, ensure the realization of the company's future development strategy and business objectives, and 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. The company will determine whether the individual incentive object meets the conditions for lifting the sales restriction / ownership and the corresponding ownership proportion according to the annual performance appraisal results of the incentive object.
In conclusion, after careful review, all our independent directors agree that the implementation of the restricted stock incentive plan in 2021 is conducive to the sustainable and healthy development of the company, the assessment system of the restricted stock incentive plan is comprehensive, comprehensive and operable, and the setting of assessment indicators is scientific and reasonable, which is conducive to the assessment of incentive objects, There is no situation that damages the interests of the listed company and all shareholders. We unanimously agree that the company will implement the restricted stock incentive plan in 2021 and agree to submit it to the general meeting of shareholders for deliberation. (no text below)
(there is no text on this page, which is the signature page of Shanghai Nenghui Technology Co.Ltd(301046) independent directors' independent opinions on matters related to the 20th meeting of the second board of directors) signature of independent directors:
Zhang MEIXIA, Wang Fang, Liu Dunnan
Shanghai Nenghui Technology Co.Ltd(301046) December 14, 2021
