Shenzhen Sinexcel Electric Co.Ltd(300693) independent directors' independent opinions on matters related to the fifth meeting of the third board of directors
In accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies, several provisions on strengthening the protection of the rights and interests of shareholders of social public shares, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other laws and regulations, as well as the articles of association, the deliberation system of independent directors and other relevant provisions, As an independent director of Shenzhen Sinexcel Electric Co.Ltd(300693) (hereinafter referred to as "the company"), we hereby express independent opinions on the matters considered at the fifth meeting of the third board of directors of the company as follows:
1. Independent opinions on the company's restricted stock incentive plan for 2022 (Draft) and its abstract (1) the company does not have the situation of prohibiting the implementation of 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 equity incentive plan.
(2) The formulation and review process of the company's restricted stock incentive plan for 2022 (Draft) and its summary comply with the provisions of the administrative measures, listing rules and other relevant laws, regulations, rules and normative documents.
(3) The incentive objects determined in this incentive plan of the company have the qualifications specified in the company law, securities law, articles of association and other laws, regulations and normative documents; None of the listed personnel is prohibited from becoming incentive objects as stipulated in the administrative measures, which is in line with the scope of incentive objects stipulated in the listing rules and the company's 2022 restricted stock incentive plan (Draft), and their subject qualification as incentive objects of the company's 2022 restricted stock incentive plan is legal and effective.
(4) The content of the company's restricted stock incentive plan (Draft) in 2022 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 so on; The granting arrangement and attribution arrangement (including granting amount, granting date, granting conditions, granting price, waiting period, vesting period, vesting conditions and other matters) of 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.
(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 equity incentive plan is conducive to further improve the corporate governance structure, improve the company's long-term incentive mechanism, fully mobilize the enthusiasm of the company's core employees, and enhance the company's management team and business backbone's sense of responsibility and mission to realize the sustainable and healthy development of the company.
(7) Related directors have avoided voting on relevant proposals in accordance with the company law, management measures and other laws, regulations, rules 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, the incentive mechanism of the company and the long-term incentive mechanism of the company will be more closely combined with the long-term development of the company's key shareholders, which will damage the company's core interests and the continuous development of the company's key shareholders. We unanimously agree that the company will implement this equity incentive plan and agree to submit the matter to the general meeting of shareholders for deliberation. 2. Independent opinions on the scientificity and rationality of the indicators set in the company's restricted stock incentive plan in 2022 (Draft)
The appraisal indicators of the restricted stock incentive plan are divided into two levels: company level performance appraisal and individual level performance appraisal.
The performance index at the company level is net profit, which is an important symbol reflecting the operation status and profitability of the enterprise and the final embodiment of the growth of the enterprise. Considering the market and industry conditions, the company's strategic objectives and other factors, as well as the incentive effect of the plan, the incentive plan sets the trigger value and target value of the assessment. The restricted stock incentive plan sets the above net profit indicators and ladder ownership assessment mode to realize the dynamic adjustment of equity ownership proportion, reflect the high growth requirements and ensure the expected incentive effect, which 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 indicators are set reasonably Science.
In addition to the performance appraisal at the company level, the company has also set up a strict performance appraisal system for the individual incentive objects, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of the incentive objects. The company will determine whether the individual incentive object meets the attribution conditions according to the 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.
Independent director: Li Jiancheng, Chen Jinglin, Yan Xiaohui
March 7, 2022
