Cscec Scimee Sci.&Tech.Co.Ltd(300425)
On the 20th meeting of the 4th board of directors by independent directors
Independent opinions on relevant proposals
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), 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 guiding opinions on the establishment of independent director system in Listed Companies and other laws, regulations and normative documents, as well as the Cscec Scimee Sci.&Tech.Co.Ltd(300425) articles of association As an independent director, based on the independent, objective and prudent position and after careful review of relevant materials, we express independent opinions on the relevant proposals on equity incentive plan considered at the 20th meeting of the Fourth Board of directors of Cscec Scimee Sci.&Tech.Co.Ltd(300425) (hereinafter referred to as “the company”):
1、 Independent opinions on the company’s Cscec Scimee Sci.&Tech.Co.Ltd(300425) 2021 restricted stock incentive plan (Draft) and its abstract
The company plans to implement the Cscec Scimee Sci.&Tech.Co.Ltd(300425) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as “restricted stock incentive plan”). After verification:
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 personnel listed in the list of incentive objects granted for the first time in the company’s restricted stock incentive plan meet the requirements of the company law Securities Law of the people’s Republic of China (hereinafter referred to as “Securities Law”) and other laws, regulations, normative documents and articles of Association The prescribed qualifications do not exist in the case of being identified as inappropriate candidates by the stock exchange within the last 12 months; There is no case that the CSRC and its dispatched offices have identified it as an inappropriate candidate within the last 12 months; There are no cases in which 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 circumstance that the company is not allowed to serve as a director or senior manager of the company as stipulated in the company law; There is no situation that the company is not allowed to participate in the equity incentive of listed companies according to laws and regulations, meets the incentive object conditions specified in the administrative measures and the GEM Listing Rules of Shenzhen Stock Exchange, meets the incentive object scope specified in the restricted stock incentive plan, and its subject qualification as the incentive object of the company’s restricted stock incentive plan is legal Effective.
3. The contents of the restricted stock incentive plan comply with the provisions of the company law, securities law, administrative measures and other relevant laws, regulations and normative documents; The granting arrangements and attribution arrangements (including granting amount, granting date, granting conditions, granting price, vesting period, vesting conditions, etc.) for restricted shares of each incentive object do not violate the provisions of relevant laws, regulations and normative documents, and do not infringe 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 improve the corporate governance structure, improve the company’s incentive mechanism, enhance the company’s management team and business backbone’s sense of responsibility and mission for 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 agree that the company will implement this equity incentive plan.
2、 Independent opinions on the scientificity and rationality of the assessment indicators set in the equity incentive plan
The assessment indicators set in the company’s equity incentive plan are divided into two levels: company level performance assessment and individual level performance assessment.
The performance evaluation indicators at the company level include three dimensions: return on net assets, compound growth rate of operating revenue and improvement value of economic added value. It is a comprehensive embodiment of the company’s profitability and enterprise growth. The set target value meets the reasonable prediction and takes into account the incentive.
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 attribution conditions according to the performance evaluation results of the incentive object.
In conclusion, we believe that 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.
Independent directors: Li Jinhui, Yan Huahong, Xu Zhaoyi and Du Kunlun December 24, 2021
