Aerosun Corporation(600501) independent director
Matters related to the 5th session of the 7th board of directors of the company
Independent opinion of
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the governance standards of listed companies, the stock listing rules of Shanghai Stock Exchange, the Aerosun Corporation(600501) articles of association and other relevant provisions of China Securities Regulatory Commission, As an independent director of Aerosun Corporation(600501) (hereinafter referred to as "the company"), we express independent opinions on relevant matters considered by the fifth session of the seventh board of directors of the company as follows:
1、 Independent opinions on the company's 2021 restricted stock incentive plan (Draft) and its abstract
After careful review of the proposal, we believe that:
1. The company is not 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 basis and scope of determining the incentive objects determined in the company's 2021 restricted stock incentive plan (Draft) and the abstract comply with the provisions of laws, regulations and normative documents, and there are no circumstances prohibited by laws and regulations.
3. The contents and review procedures of the company's 2021 restricted stock incentive plan (Draft) and its abstract comply with the company law of the people's Republic of China, the securities law of the people's Republic of China, and the Trial Measures for equity incentive by state-controlled listed companies (domestic) issued by the state owned assets supervision and Administration Commission of the State Council The provisions of relevant laws, regulations and normative documents such as the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies, the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises, and the measures for the administration of equity incentive of listed companies issued by CSRC have not damaged 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. Related directors have avoided voting on relevant proposals in accordance with the company law, securities law, measures for the administration of equity incentive of listed companies and other laws, regulations and normative documents as well as the relevant provisions in the articles of association.
6. 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.
In conclusion, we agree to the contents of the company's restricted stock incentive plan for 2021 (Draft) and the summary, and submit relevant matters to the general meeting of shareholders for deliberation.
2、 Independent opinions on the scientificity and rationality of the indicators set in this restricted stock incentive plan
The performance evaluation indicators of the restricted stock incentive plan are set at the company level, the unit level of the incentive object and the individual level. The company selects return on net assets, compound growth rate of net profit Economic added value improvement value (△ EVA) three indicators are the performance evaluation indicators at the company level. These three indicators are the true embodiment of the company's profitability, growth ability and income quality, and can establish a better capital market image; after reasonable prediction and considering the incentive effect of the incentive plan, the company has set reasonable performance evaluation objectives for the restricted stock incentive plan, and the equity incentive plan The setting of performance objectives of incentive plan is challenging on the basis of ensuring feasibility, and can reflect the principle of "equivalence of incentive and constraint". In addition to the performance appraisal at the company level, the company has also set up a strict performance appraisal system for the individual's unit and individual, which can make a more accurate and comprehensive comprehensive evaluation on the work performance of the incentive object. The company will determine whether the individual incentive object meets the conditions for lifting the sales restriction according to the corresponding annual performance evaluation results of the incentive object.
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.
Aerosun Corporation(600501)
Independent directors: Lu Guangwu, Gu Yeqing, Ye Qing December 27, 2021
Attachment: signature page of independent directors
