Independent directors' independent opinions on matters related to the 18th meeting of the 4th board of directors are in accordance with the measures for the administration of securities issuance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the articles of association, the working system of independent directors and other relevant provisions of the CSRC, As an independent director of Zjamp Group Co.Ltd(002758) (hereinafter referred to as "the company"), based on our independent judgment and careful review, we hereby express the following independent opinions on the relevant matters of the 18th meeting of the Fourth Board of directors of the company:
1、 Independent opinions on the company's 2021 restricted stock incentive plan (Draft) and its abstract
After verification, 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 of this equity incentive plan include 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 the articles of association And other laws, regulations and normative documents. The determined incentive objects are the current directors, senior managers, middle managers and core business (Management) personnel of the company (excluding independent directors, external directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children). The incentive objects do not have the following circumstances:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
(4) Those who 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 equity incentive of listed companies as stipulated by laws and regulations;
(6) Other circumstances recognized by the CSRC.
All incentive objects meet the conditions of incentive objects specified in the management measures and the scope of incentive objects specified in the company's restricted stock incentive plan (Draft) in 2021. Their subject qualification as incentive objects of the company's equity incentive plan is legal and effective.
3、 The content of the company's restricted stock incentive plan (Draft) for 2021 complies with the provisions of the company law, the securities law, the administrative measures and other relevant laws, regulations and normative documents, and the granting and lifting of restrictions on the sale of each incentive object (including granting amount, granting date, granting conditions, granting price, sales restriction period, lifting of sales restriction period, lifting of sales restriction conditions, lock up period, etc.) comply with the provisions of relevant laws, regulations and normative documents, and there is no situation damaging 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. The company's implementation of equity incentive plan is conducive to further deepen the reform of the company's operation and management mechanism, improve the corporate governance structure, improve the long-term incentive and restraint mechanism, and enhance the company's core operation and management team and key employees' sense of responsibility and mission for realizing 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.
6. 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, which shall be deliberated and voted by non related directors.
In conclusion, we believe that 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 personnel, without damaging the interests of the company and all shareholders, especially minority shareholders. We agree that the company will implement the restricted stock incentive plan in 2021 and agree to submit the proposal 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 2021
After verification, we believe that:
1. The indicators of the company's restricted stock incentive plan are divided into two levels: company level performance appraisal and individual level performance appraisal.
2. The performance assessment indicators at the company level are net profit growth rate, weighted average return on net assets, the proportion of main business income in operating income and the growth rate of operating income of agricultural comprehensive service business. The growth rate of net profit reflects the company's value creation ability and sustainable growth ability. The return on net assets reflects the company's comprehensive ability to create returns for shareholders. The proportion of main business income in operating income reflects the company's operating quality. The growth rate of operating income of agricultural comprehensive service business reflects the company's core business of agricultural comprehensive service business, Strategic planning for the transformation to a high-level modern agricultural comprehensive service provider. At the same time, the above performance evaluation indicators have taken into account the special impact on the current performance, such as the historical high price of agricultural materials and other bulk commodities in 2021, the reversal of supply and demand of medium and high-end automobile brands affected by the global epidemic, and fully considered the impact of uncontrollable factors such as the subsequent covid-19 epidemic From the perspective of sustainable and steady development of listed companies and improving the medium and long-term investment return of shareholders, on the basis of reasonable prediction and taking into account the incentive role and feasibility of the plan, the company has set reasonable performance evaluation objectives for the plan, which is challenging and can realize the principle of "equivalence of incentive and constraint".
3. In addition to the performance appraisal at the company level, the company has also set up a strict performance appraisal system for individuals, 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 according to the performance evaluation results of the incentive object in the previous year.
To sum up, the setting of performance assessment indicators of the company's incentive plan fully considers the company's business environment and future development planning and other factors, has good scientificity and rationality, the assessment system is comprehensive, comprehensive and operable, has incentive and restraint effects on Incentive objects, and is conducive to enhancing the sense of responsibility of the core operation and management team, Fully mobilize their enthusiasm, so as to improve the competitiveness of the company and create more efficient and lasting value returns for shareholders, which can achieve the purpose of this incentive plan. We agree that the company will implement the management measures for the implementation and assessment of the restricted stock incentive plan in 2021, and agree to submit the proposal to the general meeting of shareholders for deliberation.
3、 Independent opinions on the extension of some raised investment projects of the company
After verification, we believe that the delay of the raised investment project is a prudent decision made by the company to improve the project quality according to the actual situation of production capacity and demand, which is in line with the company's development strategy and objective needs, is conducive to improving the use efficiency of the company's funds and ensuring the smooth implementation of the raised investment project. The extension of the raised investment project does not change the implementation subject of the raised capital investment project, the investment direction of the raised capital and the substantive content of the project implementation, and there is no damage to the interests of shareholders. It is in line with the relevant laws, regulations and the articles of association of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the management of raised funds of listed companies, and in line with the interests of the company and all shareholders.
4、 Independent opinions on the closing of some raised investment projects of the company, permanent replenishment of working capital with surplus raised funds and change of the purpose of some raised funds
The closing of some raised investment projects and the permanent supplement of working capital and the change of the use of some raised funds are made by the company according to the objective needs of market development and the implementation of raised funds investment projects, which is in line with the company's development strategy and actual situation, and is conducive to improving the comprehensive utilization efficiency of resources and the use efficiency of raised funds, Promote the improvement of the company's operation and management efficiency without harming the interests of shareholders, comply with the relevant laws and regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange on the management of raised funds of listed companies and the provisions of the articles of association, and comply with the interests of the company and all shareholders. Matters related to the closing of some raised investment projects of the company, the permanent supplement of working capital with the surplus raised funds and the change of the purpose of some raised funds need to be submitted to the general meeting of shareholders of the company for deliberation.
The opinions are hereby.
Independent directors: Weng Guomin, LV Guiyuan and Guo Degui December 23, 2021
