Xiamen East Asia Machinery Industrial Co.Ltd(301028)
Independent directors’ opinions on the 22nd Meeting of the second board of directors
Independent opinions on relevant matters
In accordance with the company law, the securities law, 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, the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws, regulations and normative documents Relevant provisions of the articles of association and the working system of independent directors, As an independent director of Xiamen East Asia Machinery Industrial Co.Ltd(301028) (hereinafter referred to as the “company”), based on our independent judgment, we hereby express our independent opinions on the relevant proposals considered at the 22nd Meeting of the second board of directors as follows: I. independent opinions on the 2021 restricted stock incentive plan (Draft) and its summary
After review, we believe that:
1、 It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws and regulations, and the company has the subject qualification to implement the incentive plan;
2、 The incentive objects determined in the company’s incentive plan include directors, senior managers, middle managers Core technical (business) personnel and other employees that the company believes should be encouraged and have a direct impact on the company’s business performance and future development comply with the company law, management measures and other laws, regulations and the articles of Association; at the same time, the incentive object does not have the management measures The subject qualification of the incentive object is legal and effective under the circumstances that it is prohibited to become the incentive object in accordance with the provisions of the regulations;
III The formulation, review process and contents of the company’s restricted stock incentive plan for 2021 (Draft) and its summary comply with the provisions of relevant laws, regulations and normative documents such as the management measures, and the granting and attribution arrangements of restricted shares to each incentive object (including grant amount, grant date, grant price, ownership registration, etc.) does not violate the provisions of relevant laws and regulations and does not damage the interests of the company and all shareholders; IV. the company does not have plans or arrangements to provide loans, loan guarantees or any other financial assistance to incentive objects;
5、 When the board of directors of the company deliberated the relevant proposals, the related directors have avoided voting 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 incentive plan can further improve the company’s incentive and restraint mechanism, improve the salary assessment system, improve the company’s sustainable development ability, form a community of interests between managers and shareholders, improve management efficiency and managers’ enthusiasm, creativity and sense of responsibility, and ultimately help to improve the company’s performance, Ensure the realization of the company’s future development strategy and business objectives, and bring more efficient and lasting returns to shareholders.
To sum up, the company’s restricted stock incentive plan is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents, without damaging the interests of the company and all shareholders, especially minority shareholders. Some incentive objects granted by the company’s restricted stock incentive plan for the first time 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 restricted stock incentive plan.
2、 After reviewing the independent opinions on the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2021, we believe that:
The appraisal indicators of the restricted stock incentive plan are divided into two levels: company level performance appraisal and individual level performance appraisal.
The setting of performance objectives at the company level is based on the company’s historical performance, industry development, market competition and the company’s future development plan. The assessment indicators set in this incentive plan are challenging, help to improve the company’s competitiveness and mobilize the enthusiasm of employees, and 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. The company will determine whether the individual incentive object meets the attribution conditions according to the performance appraisal results of the incentive object in the previous year, and set a differentiated attribution proportion for the appraisal 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 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 incentive plan.
(there is no text below, which is the signature page)
(there is no text on this page, which is the signature page of Xiamen East Asia Machinery Industrial Co.Ltd(301028) independent director’s independent opinions on matters related to the 22nd Meeting of the second board of directors) Liu Zhiyun: Qu Zhongsheng: Yao Bin:
December 23, 2021
