Beijing Baolande Software Corporation(688058) independent director
Independent opinions on matters related to the sixth meeting of the third board of directors
As an independent director of Beijing Baolande Software Corporation(688058) (hereinafter referred to as "the company" or "the company"), we are in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange and the guiding opinions on the establishment of an independent director system in listed companies According to the provisions of the Beijing Baolande Software Corporation(688058) articles of association, the Beijing Baolande Software Corporation(688058) working system of independent directors and other relevant laws, regulations and normative documents, on the relevant proposals considered at the sixth meeting of the third board of directors of the company, after consulting the relevant materials and understanding the relevant situation provided by the company, based on the position of independent judgment, the independent opinions on the relevant matters of the company are as follows:
1、 The independent opinions on the proposal on adjusting the grant price of the restricted stock incentive plan in 2020 have been verified, The adjustment of the grant price (including reservation) of restricted shares complies with the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents, the articles of association and the company's 2020 restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan") ）The board of directors has obtained the authorization of the general meeting of shareholders, the adjustment procedure is legal and compliant, and there is no damage to the interests of the company and all shareholders. Therefore, we agree that the company will adjust the grant price (including reservation) of the incentive plan accordingly.
2、 Independent opinions on the proposal on granting restricted shares to incentive objects and reserving some restricted shares in the 2020 restricted stock incentive plan
1. According to the authorization of the third extraordinary general meeting of shareholders in 2020, the board of directors determined that the reserved grant date of the incentive plan of the company is December 24, 2021, The grant date complies with the administrative measures for equity incentive of listed companies (hereinafter referred to as the "administrative measures") and other laws and regulations, as well as the relevant provisions on the grant date in the company's 2020 restricted stock incentive plan (Draft).
2. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
The specified incentive object conditions meet the scope of incentive objects specified in the incentive plan, and its subject qualification as part of the incentive objects reserved in the company's 2020 restricted stock incentive plan is legal and effective.
4. When the board of directors of the company deliberated on relevant proposals, the related directors have avoided voting in accordance with relevant regulations, and the deliberation and decision-making procedures of the board of directors are legal and compliant.
5. The implementation of the incentive plan by the company is conducive to further improving the corporate governance structure, establishing and improving the incentive and restraint mechanism of the company, enhancing the sense of responsibility and mission of the company's management team and key personnel to realize the sustainable and healthy development of the company, is conducive to the sustainable development of the company, and does not damage the interests of the company and all shareholders. In conclusion, we agree that the reserved grant date of the company's incentive plan is December 24, 2021, and agree to grant 80000 restricted shares to two incentive objects at the grant price of RMB 38575 / share. 3、 About the company
<2021 年限制性股票激励计划（草案）>
And its abstract
1. The formulation and review process of the company's restricted stock incentive plan (Draft) in 2021 and its abstract comply with the provisions of relevant laws, regulations, rules and normative documents such as the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures"), the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules").
2. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
3. The incentive objects determined by the company's restricted stock incentive plan have the qualifications specified in the company law, securities law, articles of association and other laws, regulations and normative documents; There is no situation that the stock exchange has identified it as an inappropriate candidate within the last 12 months; There is no case that the Securities Regulatory Commission of China (hereinafter referred to as "CSRC") and its dispatched offices have identified them as inappropriate candidates in the last 12 months; there is no case that 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 case with the company law Those who are not allowed to serve as directors or senior managers of the company; There are no laws and regulations that prohibit them from participating in the equity incentive of listed companies; There are no other circumstances recognized by the CSRC. The incentive objects meet the incentive object conditions specified in the administrative measures and the listing rules, and the scope of incentive objects specified in the company's restricted stock incentive plan (Draft) in 2021. As the incentive object of the company's restricted stock incentive plan, its subject qualification is legal and effective.
4、 The company's restricted stock incentive plan (Draft) for 2021 complies with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the listing rules, and the granting and attribution arrangements of restricted shares to each incentive object (including the number, date, conditions, price, term of office, vesting conditions, vesting date, etc.) did not violate the provisions of relevant laws, regulations and normative documents, and did not infringe 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. When the board of directors of the company deliberated on relevant proposals, the related directors have avoided voting in accordance with relevant regulations, and the deliberation and decision-making procedures of the board of directors are legal and compliant.
7. The company's implementation of equity incentive plan is conducive to further improve the corporate governance structure, improve the company's incentive mechanism, enhance the company's management team and excellent employees' sense of responsibility and mission for realizing the sustainable and healthy development of the company, 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 believe that the implementation of 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. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The incentive objects granted by this 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 restricted stock incentive plan and agree to submit the proposal to the general meeting of shareholders for deliberation.
4、 About the company
<2021 年限制性股票激励计划实施考核管理办法>
Independent opinion on the motion
Upon review, the establishment of the assessment indicators of the company's restricted stock incentive plan complies with the basic provisions of laws and regulations and the articles of association. The assessment indicators are divided into two levels: company level performance assessment and individual level performance assessment.
The company selects the operating revenue growth rate or net profit growth rate as the company level performance evaluation indicators, and the above indicators are the company's core financial indicators. Operating income is the main operating achievement of the company and an important guarantee for enterprises to obtain profits. Operating income is also an important symbol to measure the operating status and market share of enterprises and predict the expansion trend of enterprises. The growth rate of operating income reflects the improvement of the company's growth ability and industry competitiveness. The index of net profit growth rate can truly reflect the improvement of profitability and growth of the company.
The company is a high-tech enterprise focusing on the R & D, promotion and professional operation and maintenance technical services of Enterprise Middleware basic software and intelligent operation and maintenance products. After comprehensively considering the macroeconomic environment, industry development trend, market competition, the company's strategic planning and its own situation and other relevant factors, the assessment indicators for each attribution period are set according to the different business development periods of the enterprise. This performance indicator setting fully considers the realizability of the assessment indicators for each attribution period and the incentive effect on the company's employees, It is conducive to mobilizing the enthusiasm of employees, improving the core competitiveness of the company, ensuring the realization of the company's future development strategy and business objectives, and the index setting is reasonable and scientific.
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 of ownership according to the performance evaluation results of the incentive object in the previous year.
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. We unanimously agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
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(there is no text on this page, which is the signature page of Beijing Baolande Software Corporation(688058) independent directors' independent opinions on matters related to the sixth meeting of the third board of directors) signature of independent directors:
Tang Qiuying
Zhang Wei
Ran Laiming
December 24, 2021
