Suzhou Slac Precision Equipment Co.Ltd(300382) independent director
Independent opinions on matters related to the third meeting of the Fifth Board of directors of the company
According to the guiding opinions on the establishment of independent director system in listed companies issued by China Securities Regulatory Commission and the Listing Rules of Shenzhen Stock Exchange gem (revised in 2020) (hereinafter referred to as the "Listing Rules") As an independent director of Suzhou Slac Precision Equipment Co.Ltd(300382) (hereinafter referred to as "the company"), we are responsible to the company and all shareholders, based on the principle of seeking truth from facts and independent judgment, Having reviewed the relevant proposals of the third meeting of the Fifth Board of directors of the company, we hereby express the following independent opinions:
1、 Independent opinions on the 2021 restricted stock incentive plan (Draft) (hereinafter referred to as "equity incentive plan") and its summary
After verification, we believe that:
1. The company is not prohibited to implement the equity incentive plan by laws and regulations such as the administrative measures for equity incentive of listed companies (hereinafter referred to as the "administrative measures") and the listing rules, and the company has the subject qualification to implement the equity incentive plan.
2. The formulation and review process of the company's equity incentive plan and its summary comply with the provisions of the administrative measures, listing rules and other relevant laws, regulations, rules and normative documents as well as the articles of association. 3. The incentive objects determined in the equity incentive plan of the company meet the qualifications specified in the company law, securities law, articles of association and other laws, regulations and normative documents. The incentive objects determined in the incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents and children, and there are no following circumstances:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
The determined incentive objects meet the incentive object conditions specified in the administrative measures and listing rules, and the scope of incentive objects specified in the 2021 restricted stock incentive plan (Draft) and its abstract. Their main qualification as incentive objects of the company's equity incentive plan is legal and effective.
4. The content of the 2021 restricted stock incentive plan (Draft) complies with the provisions of the administrative measures, listing rules and other relevant laws and regulations. The granting and attribution arrangements of restricted shares to each incentive object do not violate the provisions of relevant laws and regulations, and there is no damage to 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 the 2021 equity incentive plan is conducive to further improving the company's governance structure, improving the company's incentive mechanism, enhancing the company's management team and business backbone's sense of responsibility and mission for realizing the company's sustainable and healthy development, is conducive to the company's sustainable development and does not harm the interests of the company and all shareholders.
7. The setting of the evaluation system of the incentive plan complies with the relevant provisions of the management measures and other laws and regulations and the articles of association. The appraisal system of the incentive plan is divided into company level performance appraisal and individual level performance appraisal.
At the company level, the net profit growth rate is taken as the assessment index. The net profit growth rate reflects the growth rate of distributable profits that the company can bring to shareholders in the future. It is the final embodiment of the company's profitability, enterprise growth and shareholder return ability. It can effectively reflect the company's final operating results and establish a good capital market image. The assessment objectives set by the company are scientific and reasonable, and fully consider the current business situation, future strategic development plan and other comprehensive factors.
In addition to the company level performance appraisal, the company also sets up individual level performance appraisal, which can make a more accurate and comprehensive evaluation of the work performance of the incentive object. The company will determine whether the incentive object meets the vesting conditions of restricted shares and the specific vesting quantity according to the performance appraisal rating of the incentive object.
In conclusion, we believe that the company has formulated this equity incentive plan in accordance with the provisions of relevant laws and regulations and the principle of "openness, fairness and justice". The plan can improve the company's long-term incentive mechanism, promote the convergence of the interests of the company's employees and the company's long-term interests, and establish and improve the interest sharing and restraint mechanism among the company, shareholders and business backbone employees, Further improve the corporate governance structure and enhance shareholders' confidence in the company.
The assessment system of the incentive plan is comprehensive, comprehensive and operable. On the one hand, it is conducive to fully mobilize the enthusiasm and creativity of incentive objects and promote the construction of the company's core team; On the other hand, it plays a good role in restraining the incentive objects and provides a solid guarantee for the realization of the company's future business strategy and objectives. This equity incentive plan is conducive to the sustainable and healthy development of the company and does not damage the interests of the company and all shareholders. We agree that the company will implement this equity incentive plan and submit it to the first extraordinary general meeting of shareholders in 2022 for deliberation.
2、 Independent opinions on the proposal on the company's plan to withdraw bad debt reserves
According to the accounting standards for business enterprises and relevant accounting policies, the company's provision for bad debts this time meets the actual situation of the company and the requirements of relevant policies. After withdrawing the bad debt provision, the company can more fairly reflect the company's financial status and operating results, and help to provide more relevant and reliable accounting information. The decision-making procedure of the board of directors on this matter is legal. We agree that the company withdraws the bad debt provision this time.
Suzhou Slac Precision Equipment Co.Ltd(300382) independent directors Zhang Qiuju, Luo Zhengying and Wang Hewu December 30, 2021
