Hpf Co.Ltd(300350) independent director
Independent opinions on matters related to the 23rd Meeting of the 4th board of directors
In accordance with the rules for independent directors of listed companies, the rules for the listing of shares on the growth enterprise market of Shenzhen Stock Exchange and other relevant laws and regulations, rules and regulations, as well as the relevant provisions of Hpf Co.Ltd(300350) (hereinafter referred to as the “company”), the working system of independent directors and the articles of association, we, as independent directors of the company, based on the principle of prudence and independent judgment, Express the following independent opinions on the relevant matters considered at the 23rd Meeting of the Fourth Board of directors of the company:
1、 Independent opinions on the company’s 2022 restricted stock incentive plan (Draft) and its summary
After verification, 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. The company has the subject qualification to implement the equity incentive plan.
2. The incentive objects determined by the company’s restricted stock incentive plan in 2022 (hereinafter referred to as the “incentive plan”) have 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 Qualifications stipulated in laws and regulations, normative documents and the articles of Association; The incentive objects determined in the incentive plan meet the incentive object conditions stipulated in the administrative measures, Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the “Listing Rules”) and other relevant laws, regulations and normative documents, It complies with the scope of incentive objects specified in the 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”), and its subject qualification as the incentive object of the company’s incentive plan is legal and effective.
3. The content, drafting and deliberation process of the company’s incentive plan (Draft) and its summary comply with the provisions of the company law, the securities law, the administrative measures, the listing rules and other relevant laws, regulations, normative documents and the articles of Association; The granting and release of restricted shares (including the granting amount, granting date, granting conditions, granting price, restricted sale period, release of restricted sale period / vesting period, release of restricted sale / vesting conditions, etc.) of each incentive object did not violate the provisions of relevant laws, regulations and normative documents, and did not infringe 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. When the board of directors of the company deliberated the relevant proposals, the related directors have avoided voting in accordance with the company law, securities law, administrative measures and other laws, regulations and normative documents as well as the relevant provisions of the articles of association. 6. The company’s implementation of this 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.
To sum up, we agree that the company will implement the incentive plan and submit the matter to the general meeting of shareholders for deliberation.
2、 Independent opinions on the management measures for the implementation and assessment of the company’s restricted equity incentive plan in 2022
After verification, we believe that:
The setting of assessment indicators of this incentive plan complies with the basic provisions of laws and regulations and the articles of association. The assessment is divided into company level performance assessment and individual level performance assessment.
The company level performance assessment selects the operating income as the assessment index, which is an important index to measure the company’s business status and market share, predict the company’s business development trend, and effectively reflect the improvement of the company’s growth ability and industry competitiveness. The specific value is determined according to the comprehensive factors such as the macroeconomic environment, industry development, the company’s past and current business conditions and future development planning. The index setting is reasonable and scientific, which helps to mobilize the enthusiasm of employees.
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 for lifting the sales restriction / ownership 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. It is conducive to the sustainable and healthy development of the company and the formation of a long-term incentive mechanism for the company’s core talents. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree that the company shall formulate the management measures for the implementation and assessment of the restricted stock incentive plan in 2022 and submit it to the general meeting of shareholders for deliberation.
(there is no text on this page, which is the signature page of Hpf Co.Ltd(300350) independent directors’ independent opinions on matters related to the 23rd Meeting of the Fourth Board of directors) signature of independent directors:
Zheng Yanling, Sheng Baojun, Gong Kaisong
February 28, 2002
