Guanglian Aviation Industry Co.Ltd(300900)
Independent directors’ comments on the 26th meeting of the second board of directors
Independent opinions on relevant matters
According to the guiding opinions on the establishment of independent director system in listed companies, Shenzhen Stock Exchange gem stock listing rules (revised in 2020) (hereinafter referred to as the Listing Rules), Shenzhen Stock Exchange GEM listed companies standardized operation guidelines (revised in 2020), the Guanglian Aviation Industry Co.Ltd(300900) articles of Association (hereinafter referred to as the articles of association) According to the working system of Guanglian Aviation Industry Co.Ltd(300900) independent directors and other relevant provisions, as independent directors of Guanglian Aviation Industry Co.Ltd(300900) (hereinafter referred to as the company), we, after consulting the relevant materials and understanding the relevant situation provided by the company, based on the position of independent judgment, express independent opinions as follows:
1、 About
< Guanglian Aviation Industry Co.Ltd(300900) 2021年限制性股票激励计划（草案）>
And its abstract
After verification, we believe that:
1. The formulation and review process of the company’s 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the incentive plan) and its summary comply with the relevant laws and regulations, such as the measures for the administration of equity incentive of listed companies (hereinafter referred to as the administrative measures), the business handling guidelines of GEM listed companies No. 5 – equity incentive, etc Regulations and normative documents.
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, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
3. The incentive objects of the company’s restricted stock incentive plan meet the qualifications specified in the company law of the people’s Republic of China, the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the management measures, the articles of association and other laws, regulations and normative documents; The list of incentive objects does not have any circumstances that prohibit them from becoming incentive objects as stipulated in the management measures. The determined incentive objects are directors, senior managers and core technical (business) personnel currently serving in the company (including subsidiaries), excluding independent directors, supervisors and foreign employees of the company, Its subject qualification as the incentive object of the company’s restricted stock incentive plan in 2021 is legal and effective.
4. The contents of the company’s incentive plan and its summary comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the listing rules and so on; The grant and release of restricted shares (including grant amount, grant date, grant conditions, grant price, sale restriction period, lock up period, release of sale restriction / vesting period, release of sale restriction / 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.
5. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
6. The related directors avoided voting on the related proposal of the equity incentive plan, which was voted by the non related directors. 7. The company’s implementation of this restricted stock 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 core backbone’s sense of responsibility and mission for the sustainable and healthy development of the company, conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
In conclusion, after careful review, all our independent directors agree that the company’s restricted stock incentive plan is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The incentive objects to be granted by the company’s restricted stock incentive plan meet the conditions for becoming restricted stock incentive objects specified in laws, regulations and normative documents. Therefore, we unanimously agree that the company will implement this equity incentive and agree to
<广联 航空工业股份有限公司 2021 年限制性股票激励计划（草案）>
And its abstract shall be submitted to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the scientificity and rationality of the indicators set in the restricted stock incentive plan. The assessment indicators of the company’s restricted stock incentive plan are divided into two levels: company level performance assessment and individual level performance assessment.
In order to achieve the company’s strategic planning, business objectives and maintain comprehensive competitiveness, the company selects the audited operating income and the audited net profit after deducting non recurring profits and losses attributable to the shareholders of the listed company and excluding the impact of equity incentive as the performance evaluation indicators. The operating income indicator can reflect the operation of the company’s main business and the growth of market value, and the net profit indicator can reflect the company’s operation and profitability.
The company level performance evaluation index of the incentive plan is set by considering the current situation of the company, future strategic planning and industry development. The set evaluation index is challenging for future development. On the one hand, it helps to improve the competitiveness of the company and mobilize the work enthusiasm of employees. On the other hand, Focus on the company’s future development strategic direction 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 individuals, which can make a more accurate and comprehensive comprehensive evaluation on 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 performance evaluation results of the incentive object in the previous year.
In conclusion, after careful review, all our independent directors agreed that the assessment system of the company’s incentive plan is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, has a restrictive effect on Incentive objects, and can achieve the assessment purpose of the incentive plan, and agreed to
< Guanglian Aviation Industry Co.Ltd(300900) 2021 年限制性股票激励计划实施考核管理办法>
The proposal shall be submitted to the general meeting of shareholders for deliberation.
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(there is no text on this page, which is the signature page of Guanglian Aviation Industry Co.Ltd(300900) independent directors’ independent opinions on relevant matters of the 26th meeting of the second board of directors)
Liu Dongjin, Ju Hongbing, LV Shuping
December 31, 2021
