Tongfu Microelectronics Co.Ltd(002156) independent director
Independent opinions on relevant matters of the 11th meeting of the 7th board of directors of the company
As an independent director of the 7th board of directors of Tongfu Microelectronics Co.Ltd(002156) (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 in Shenzhen Stock Exchange, the measures for the administration of equity incentives of listed companies, the articles of association and other relevant rules and regulations of the CSRC, After careful deliberation on the relevant matters of the 11th meeting of the seventh board of directors, the independent opinions are as follows:
1、 Independent opinions on the proposal of 2022 stock option incentive plan (Draft) and summary
(I) the company is not prohibited to implement the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies and other laws and regulations, and the company has the subject qualification to implement the equity incentive plan.
(II) the incentive objects determined in this incentive plan meet the incentive object conditions specified in the measures for the administration of equity incentive of listed companies, meet the scope of incentive objects specified in the company's 2022 stock option incentive plan (Draft) and the abstract, and the subject qualification of incentive objects is legal and effective.
(III) the formulation and contents of this incentive plan comply with the provisions of the company law, the securities law, the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents.
(IV) the company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to incentive objects.
(V) the company's implementation of equity incentive plan is conducive to improving the company's incentive mechanism and enhancing the company's management team and business backbone's sense of responsibility and mission for realizing the sustainable and healthy development of the company.
To sum up, we believe that the implementation of the equity incentive plan by the company is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents, without damaging the interests of the company and all shareholders; The incentive objects to be granted in this incentive plan meet the conditions of incentive objects specified in relevant laws, regulations and normative documents. Therefore, we agree to submit the proposal on 2022 stock option incentive plan (Draft) and summary to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the proposal of the measures for the administration of the implementation and assessment of the 2022 stock option incentive plan
In order to achieve the implementation purpose of this incentive plan, the company has formulated corresponding assessment management measures. Among them, the assessment requirements include company level performance assessment and individual level performance assessment.
The performance evaluation index at the company level is operating income, which can measure the company's business status and market share, effectively reflect the industry competition level of the company, the evaluation objectives set by the company are scientific and reasonable, and fully consider the current business status and future strategic development planning and other comprehensive factors.
In addition to the company level performance appraisal, the company also sets up the individual level performance appraisal, which can make a more accurate and comprehensive evaluation of the work performance of the incentive object. During each exercise period, the company will determine whether the incentive objects meet the exercise conditions of stock options and the actual number of stock options that can be exercised according to the performance evaluation results of the incentive objects.
To sum up, we believe that the assessment system of this incentive plan is comprehensive, comprehensive and operable, and the assessment index setting is scientific and reasonable, which can play a good incentive and restraint effect on the incentive objects. Therefore, we agree to submit the proposal on the management measures for the implementation and assessment of the 2022 stock option incentive plan to the general meeting of shareholders for deliberation.
3、 Independent opinions on Revising the plan for non-public offering of A-Shares in 2021
Based on the actual situation, the company deleted some provisions on the number of shares issued in "III. this non-public offering plan" of "section I summary of this non-public offering plan" in the Tongfu Microelectronics Co.Ltd(002156) 2021 non-public offering plan "and" VI. risk statement related to this offering "in" section III discussion and analysis of the board of directors on the impact of this offering on the company " "3. Approval risk" in. At the same time, modify the relevant description in the plan that the issuance still needs the approval of the CSRC. Comply with the provisions of relevant laws, regulations, rules and other normative documents, and do not damage the interests of minority shareholders.
Therefore, we agree to the revised plan for non-public offering of a shares.
(there is no text on this page, which is the signature page of Tongfu Microelectronics Co.Ltd(002156) independent director's independent opinions on relevant matters of the 11th meeting of the seventh board of directors of the company) signature of independent director:
Shi Longxing, Wang Jianwen, Yuan Xueli
March 11, 2022
