Juneyao Grand Healthy Drinks Co.Ltd(605388) independent directors
Relevant deliberations on the 15th meeting of the 4th board of directors
Independent opinion of
In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures"), the rules for independent directors of listed companies, the Listing Rules of Shanghai Stock Exchange, the Juneyao Grand Healthy Drinks Co.Ltd(605388) articles of Association (hereinafter referred to as the "articles of association") and other relevant provisions, As an independent director of Juneyao Grand Healthy Drinks Co.Ltd(605388) (hereinafter referred to as the "company" or "listed company"), we have reviewed the relevant materials provided by the company in a realistic, serious and responsible manner, and based on independent and objective judgment, we issue the following independent opinions on the relevant matters considered at the 15th meeting of the Fourth Board of directors of the company:
1、 Independent opinions on the proposal on Juneyao Grand Healthy Drinks Co.Ltd(605388) 2022 stock option incentive plan (Draft) and its summary
1. The drafting and deliberation process of Juneyao Grand Healthy Drinks Co.Ltd(605388) 2022 stock option incentive plan (Draft) (hereinafter referred to as "incentive plan" and "this stock option incentive plan") and its summary comply with the provisions of relevant laws, regulations and normative documents such as the administrative measures.
2. The company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures and other laws, regulations and normative documents. The company has the subject qualification to implement the stock option incentive plan.
3. The incentive objects of this stock option incentive plan have the qualifications specified in the company law, management measures, articles of association and other laws, regulations and normative documents. The incentive objects of this stock option incentive plan are directors, senior managers and core backbone personnel of the company (including holding subsidiaries) (excluding independent 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 of this stock option incentive plan do not have the following circumstances: (1) they have been identified as inappropriate candidates by the stock exchange in the last 12 months; (2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices; (3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months; (4) Those who are not allowed to serve as directors or 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 incentive object meets the incentive object conditions specified in the management measures and the incentive object scope specified in the incentive plan. Its subject qualification as the incentive object of the company's stock option incentive plan is legal and effective.
4. The contents of the company's incentive plan comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures and so on; The grant arrangement, exercise arrangement and release of restricted sales arrangement (including grant amount, grant date, exercise price, waiting period, exercise period, exercise conditions and other matters) of stock options for each incentive object did not violate the provisions of relevant laws and regulations, 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. The company's implementation of this stock option incentive plan is conducive to further improve the corporate governance structure, improve the company's incentive mechanism, enhance the company's key personnel'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.
7. The related directors have avoided voting on relevant proposals in accordance with the company law, management measures and other laws and regulations, normative documents and relevant provisions in the articles of association, and the non related directors shall consider and vote. The relevant proposals on the stock option incentive plan considered by the board of directors this time do not have the situation that the voting should be avoided but not avoided according to relevant regulations.
In conclusion, we unanimously agree to the proposal on Juneyao Grand Healthy Drinks Co.Ltd(605388) 2022 stock option incentive plan (Draft) and its summary, and agree to submit it to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the proposal on formulating the administrative measures for the implementation and assessment of the stock option incentive plan in Juneyao Grand Healthy Drinks Co.Ltd(605388) 2022
The establishment of the assessment indicators of the stock option 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.
In order to realize the company's strategy and maintain the existing competitiveness, the assessment index at the company level of the stock option incentive plan is operating income, which can truly reflect the company's operation and market conditions. It is an effective index to predict the business development trend of the enterprise and measure the growth of the company. Based on the comprehensive consideration of the macroeconomic environment, the company's historical performance, industry development, market competition and the company's future development plan and other relevant factors, the company has set the performance evaluation indicators of the stock option incentive plan. The assessment indicators set in this stock option incentive plan are challenging, which will help to improve the company's competitiveness and mobilize the enthusiasm of employees, 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 also set up a strict performance appraisal system for individuals, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of incentive objects. The company will determine whether the individual incentive object meets the exercise conditions according to the performance evaluation results of the incentive object in the previous year.
To sum up, the assessment system of the company's stock option 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 stock option incentive plan. We agree to submit the proposal on formulating the administrative measures for the implementation and assessment of the stock option incentive plan in Juneyao Grand Healthy Drinks Co.Ltd(605388) 2022 to the general meeting of shareholders of the company for deliberation.
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