Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) independent director
Independent opinions on matters related to the 15th meeting of the second board of directors
Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) (hereinafter referred to as “the company”) held the 15th meeting of the second board of directors on March 9, 2022. As an independent director of the company, he is responsible to the company and all shareholders. After carefully reading the relevant materials of the meeting and understanding the relevant situation in detail, In accordance with the rules for independent directors of listed companies, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, the articles of association, the company’s working rules for independent directors and other relevant provisions of the CSRC, based on the position of independent judgment and the attitude of seeking truth from facts, We hereby express our opinions on the following matters at the 15th meeting of the second board of directors of the company:
1、 After deliberation on the independent opinions on the company’s 2022 restricted stock incentive plan (Draft) and its summary, we believe that:
1. The formulation and review process of the company’s restricted stock incentive plan (Draft) in 2022 (hereinafter referred to as “equity incentive plan” or “this incentive plan”) and its summary comply with the provisions of relevant laws, regulations and normative documents such as the administrative measures for equity incentive of listed companies (hereinafter referred to as “administrative measures”).
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 and regulations, and the company has the subject qualification to implement the equity incentive plan.
3. The incentive objects determined in the incentive plan meet the qualifications specified in the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and other laws, regulations and normative documents, as well as the articles of association. At the same time, the incentive object is not prohibited from becoming an incentive object as stipulated in the management measures and other relevant laws and regulations. It meets the scope of incentive objects specified in the company’s equity incentive plan, and its subject qualification as the incentive object of this incentive plan is legal and effective. 4. The contents of the company’s equity incentive plan comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the Shenzhen Stock Exchange GEM Listing Rules; The granting and releasing of restricted shares (including granting amount, granting date, granting conditions, granting price, restricted sale period, releasing restricted sale / vesting period, releasing restricted sale / vesting conditions, etc.) of 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 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.
Therefore, we unanimously agree on this matter.
2、 Independent opinions on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022
The assessment indicators of the company’s equity incentive plan are divided into three levels: company level performance assessment, division level performance assessment and individual level performance assessment.
The performance evaluation index at the company level is the operating income. The operating income index reflects the company’s operation and enterprise growth. It is one of the important indicators to measure the enterprise’s market share and predict the future business development trend of the enterprise. It reflects the final results of the enterprise’s operation and can establish a better image of the capital market.
On the basis of comprehensive consideration of relevant factors such as macroeconomic environment, historical performance, industry development, market competition and the company’s future development plan, the company has set performance assessment objectives for this incentive plan. The performance appraisal goal set in this incentive plan is challenging for future development. On the one hand, this index helps to improve the competitiveness of the company and mobilize the work enthusiasm of employees. On the other hand, it can focus on the future development strategic direction of the company and stabilize the realization of business objectives.
In addition to the performance appraisal at the company level, the company has also set up a strict performance appraisal system for the division and individual level, which can make a more accurate and comprehensive comprehensive evaluation on the performance objectives of the division and the work performance of the incentive objects. The company will determine whether the individual incentive object meets the conditions for lifting the restriction / ownership and the specific number of lifting the restriction / ownership according to the performance evaluation results of the business department to which the incentive object belongs and its individual in the evaluation year. Therefore, we unanimously agree on this matter.
Independent director: Xiao Youmei, Wang Xue March 9, 2022
