Hangzhou Hikvision Digital Technology Co.Ltd(002415) independent director
Independent opinions on matters involved in the 7th Meeting of the 5th board of directors
The seventh meeting of the Fifth Board of directors of Hangzhou Hikvision Digital Technology Co.Ltd(002415) (hereinafter referred to as ” Hangzhou Hikvision Digital Technology Co.Ltd(002415) ” or “the company”) was held on December 30, 2021. As an independent director of the company, after carefully reading the relevant meeting materials and understanding the relevant situation in detail, he expressed independent opinions on the following matters after discussion:
1、 Independent opinions on Authorizing the management of the company to start the preparatory work for the domestic listing of the spin off subsidiary Hangzhou Haikang Siasun Robot&Automation Co.Ltd(300024) Technology Co., Ltd
After verification, the management of the company is authorized to start the preparatory work for the domestic listing of the spin off subsidiary Hangzhou Haikang Siasun Robot&Automation Co.Ltd(300024) Technology Co., Ltd. (hereinafter referred to as “Haikang Siasun Robot&Automation Co.Ltd(300024) ), which is conducive to broaden the financing channels of Haikang Siasun Robot&Automation Co.Ltd(300024) , support the continuous R & D and operation investment of Haikang Siasun Robot&Automation Co.Ltd(300024) , and improve the sustainable profitability and core competitiveness of the company.
We believe that the above matters are in line with the company’s strategic planning and long-term development, and there is no situation that damages the legitimate interests of the company and all shareholders; After the initial determination of the listing plan, the company will perform the corresponding decision-making procedures and review the relevant proposals for spin off listing in accordance with relevant laws and regulations. We agree that the company authorizes the management to start the preparatory work related to the spin off of Haikang Siasun Robot&Automation Co.Ltd(300024) listing.
2、 Independent opinions on Hangzhou Hikvision Digital Technology Co.Ltd(002415) 2021 restricted stock plan (Revised Draft)
In accordance with the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”), the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws, regulations and normative documents, As well as the relevant provisions of the articles of association of Hangzhou Hikvision Digital Technology Co.Ltd(002415) (hereinafter referred to as the articles of association), we have carefully understood and verified the relevant conditions of the Hangzhou Hikvision Digital Technology Co.Ltd(002415) 2021 restricted stock plan (Revised Draft) (hereinafter referred to as the “2021 restricted stock plan”), and hereby issue the following independent opinions:
1. The company is not prohibited from implementing the restricted stock plan as stipulated in the administrative measures and other laws, regulations and normative documents. The company has the subject qualification to implement the restricted stock plan in 2021.
2. The incentive objects determined by the company’s restricted stock plan comply with the company law and other laws, regulations and the articles of association, the conditions of incentive objects specified in the management measures and the scope of incentive objects specified in the 2021 restricted stock plan, Its subject qualification as the incentive object of the company’s restricted stock plan in 2021 is legal and effective.
3. The contents of the company’s restricted stock plan for 2021 comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law and the administrative measures. The company’s implementation of the restricted stock plan for 2021 is legal and compliant, and there is no damage to the interests of the company or shareholders.
4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects to obtain relevant interests under the 2021 restricted stock plan.
5. The company’s implementation of the restricted stock plan in 2021 can improve the company’s incentive and restraint mechanism, improve management efficiency, enhance employees’ enthusiasm and sense of responsibility, and finally improve the performance level, which is conducive to the sustainable development of the company.
6. In accordance with the company law, securities law, administrative measures and other relevant laws, regulations and normative documents, as well as the relevant provisions of the articles of association, the voting procedures of the board of directors on the 2021 restricted stock plan are legal and effective.
In conclusion, we unanimously agree that the company will implement the restricted stock plan for 2021. At the same time, we believe that the company does not need to hire an independent financial consultant to express relevant professional opinions on the feasibility of the 2021 restricted stock plan, whether it is conducive to the sustainable development of the company, whether it damages the interests of the company and shareholders.
Hangzhou Hikvision Digital Technology Co.Ltd(002415) independent directors: Wu Xiaobo, Hu Ruimin, Li Shuhua, Guan Qingyou December 30, 2021
