Kelin Environmental Protection Equipment Inc(002499) independent director
Independent opinions on matters related to the 13th meeting of the 5th board of directors
In accordance with the guidelines for self-regulation of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the rules for independent directors of listed companies and the articles of association, we are independent directors of the Fifth Board of directors of Kelin Environmental Protection Equipment Inc(002499) (hereinafter referred to as the “company”), Having carefully reviewed the relevant matters considered at the 13th meeting of the 5th board of directors, we hereby express independent opinions on the following matters:
1、 Independent opinions on Kelin Environmental Protection Equipment Inc(002499) 2022 stock option incentive plan (Draft) and its abstract
Kelin Environmental Protection Equipment Inc(002499) plans to implement the 2022 stock option incentive plan (hereinafter referred to as the “incentive plan”), we believe that:
1. The drafting and deliberation procedures of Kelin Environmental Protection Equipment Inc(002499) 2022 stock option incentive plan (Draft) and its abstract comply with the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) Self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – business handling (hereinafter referred to as “self regulatory guidelines No. 1”) and other relevant laws and regulations and the articles of association.
2. The company does not have the situation that the implementation of equity incentive plan is prohibited by laws and regulations such as the management measures and the No. 1 self regulatory guide. The company has the subject qualification to implement equity incentive plan.
3. The incentive objects determined in the incentive plan of the company have the qualifications specified in the company law, securities law and other laws and regulations and the articles of association, and also meet the actual needs of the company’s operation and development, excluding the independent directors, supervisors, shareholders or actual controllers holding more than 5% of the company and their spouses, parents and children; All incentive objects are not prohibited from being granted stock options as stipulated in the administrative measures, No. 1 self regulatory guide and other laws and regulations. The subject qualification of incentive objects is legal and effective.
4. The content of the incentive plan complies with the provisions of laws and regulations such as the administrative measures and the No. 1 self regulatory guide. The granting arrangement, waiting arrangement and exercise arrangement of stock options of incentive objects do not violate the provisions of relevant laws and regulations, and do 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 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 core personnel’s sense of responsibility for realizing the company’s medium and long-term strategic development goals, contribute to the sustainable and healthy 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 this incentive plan.
2、 Independent opinions on the administrative measures for the implementation and assessment of Kelin Environmental Protection Equipment Inc(002499) 2022 stock option incentive plan
The establishment of assessment indicators in the management measures for the implementation and assessment of the company’s 2022 stock option incentive plan complies with the basic provisions of laws and regulations and the articles of association. The assessment indicators are divided into two levels: company level performance assessment and individual level performance assessment. The company selects the growth rate of operating revenue compared with the base period as the performance evaluation index at the company level. This index is an important symbol to measure the business status and market share of the enterprise and predict the business expansion trend of the enterprise. The growth rate of operating revenue compared with the base period directly reflects the growth ability of the company and the improvement of industry competitiveness.
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 and quantity of exercise according to the performance evaluation results of the incentive object in the previous year.
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.
Independent directors: Zhang Fan, Gu pan, Zhu Xingwen March 14, 2002
