Zhejiang Yinlun Machinery Co.Ltd(002126) independent director
Independent opinions on matters related to the 19th meeting of the 8th board of directors
As an independent director of Zhejiang Yinlun Machinery Co.Ltd(002126) (hereinafter referred to as the “company”) in accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the working system of independent directors, the articles of association and other relevant rules and regulations of the CSRC, We have carefully considered the relevant matters of the 19th meeting of the 8th board of directors of the company, and based on our independent judgment, we express the following independent opinions:
1、 Independent opinions on the company’s 2022 stock option incentive plan (Draft) and its abstract;
1. The formulation, content and review process of the company’s 2022 stock option incentive plan (Draft) and its abstract (hereinafter referred to as the incentive plan) comply with the provisions of relevant laws, regulations, rules and normative documents such as the administrative measures for equity incentive of listed companies (hereinafter referred to as the administrative measures); The incentive plan does not violate the provisions of relevant laws, regulations and normative documents, and does not infringe the interests of the company and all shareholders;
2. The company is not prohibited to implement the equity incentive plan as stipulated in laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan;
3. The granting objects of the company’s incentive plan meet the conditions for becoming incentive objects specified by law and the scope of incentive objects specified in the company’s incentive plan, and their subject qualification as incentive objects of the company’s incentive plan is legal and effective;
4. The contents of the company’s incentive plan comply with the provisions of 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), the administrative measures and other relevant laws, regulations and normative documents; The grant arrangement and exercise arrangement of stock options for each incentive object (including grant amount, authorization date, exercise price, waiting period, exercise period, exercise conditions and other matters) 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. There is no loan, guarantee or other incentive plan for the company; 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 agree that the company will implement the stock option incentive plan and submit the proposal on the stock option incentive plan (Draft) in 2022 and its summary to the general meeting of shareholders for deliberation.
2、 Independent opinions on the scientificity and rationality of the indicators set in the company’s 2022 stock option incentive plan
The establishment of assessment indicators of the company’s stock options complies with the basic provisions of laws, regulations and the articles of association. The company’s stock option assessment indicators are divided into two levels: company level performance assessment and individual level performance assessment.
The performance indicators at the company level are operating income and net profit indicators. The operating income indicator is an important symbol to measure the operating status and market share of the enterprise and predict the future business development trend of the enterprise. Net profit is the ultimate embodiment of the company’s profitability and enterprise growth. Increasing net profit is the basis for the survival and development of enterprises. In order to further increase the company’s attraction to talents in the industry, play a positive role in promoting the construction of the company’s core team, fully mobilize the initiative and creativity of the company’s core backbone employees, improve the company’s competitiveness, ensure that the company can maintain relatively sustained and stable growth, achieve the company’s future development strategy and business objectives, and bring more efficiency and More lasting returns. After comprehensively considering the current macroeconomic environment, the company’s historical performance, industry development status and the company’s future development plan and other relevant factors, after reasonable prediction and taking into account the incentive role of the plan, the company has set the above performance evaluation objectives for the plan and set the evaluation mode of step exercise accordingly, Realize the dynamic adjustment of performance growth level and equity exercise proportion, and ensure the expected incentive effect while reflecting the requirements of high growth and profitability. Therefore, the setting of this index is reasonable and scientific.
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 conditions of feasible right according to the performance evaluation results of the incentive object in the previous year.
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.
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(there is no text on this page, which is the signature page of Zhejiang Yinlun Machinery Co.Ltd(002126) independent directors’ independent opinions on matters related to the 19th meeting of the eighth board of directors)
Signatures of independent directors: Yu Xiaoli, Liu Haisheng, Peng Yinghong
March 9, 2022
