Shen Zhen Australis Electronic Technology Co.Ltd(300940)
Independent directors’ opinions on the fourth meeting of the second board of directors
Independent opinions on relevant matters
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the rules for independent directors of listed companies, the Shen Zhen Australis Electronic Technology Co.Ltd(300940) articles of association, the Shen Zhen Australis Electronic Technology Co.Ltd(300940) independent director working system and other relevant provisions, we, as independent directors of Shen Zhen Australis Electronic Technology Co.Ltd(300940) (hereinafter referred to as the “company”), have carefully reviewed based on our independent judgment, We hereby express our independent opinions on the relevant matters considered at the fourth meeting of the second board of directors of the company as follows:
1、 Independent opinions on using some idle raised funds and self owned funds for cash management
The company and its subsidiaries use the temporarily idle raised funds and self owned funds for cash management without affecting the normal progress of the investment plan of the raised funds and the safety of the raised funds. There is no situation of changing the investment direction of the company’s raised funds and damaging the interests of shareholders, which can effectively improve the use efficiency of the raised funds and protect the interests of shareholders, Comply with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules), the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and the company’s management system for raised funds And other relevant laws, regulations, rules and regulations, and the decision-making process is legal and effective.
Therefore, the independent directors unanimously agree that the company and its subsidiaries use some idle raised funds and
2、 Independent opinions on the 2022 restricted stock incentive plan (Draft) and its abstract
1. The company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies (hereinafter referred to as the administrative measures) and other laws, regulations and normative documents. The company has the subject qualification to implement the equity incentive plan.
2. The formulation and review process of the company’s restricted stock incentive plan for 2022 (Draft) and its abstract comply with the provisions of relevant laws, regulations, rules and normative documents such as the administrative measures, self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling (hereinafter referred to as the self regulatory guidelines).
3. The incentive objects determined by the company’s restricted stock incentive plan in 2022 (hereinafter referred to as the “incentive plan”) have the qualifications specified in the company law, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and other laws, regulations, normative documents and the articles of Association; The listed personnel are not prohibited from becoming incentive objects as stipulated in the administrative measures, and meet the scope of incentive objects specified in the listing rules and the company’s restricted stock incentive plan (Draft) in 2022. Their subject qualification as incentive objects of the company’s restricted stock incentive plan in 2022 is legal and effective.
4. The contents of the company’s restricted stock incentive plan (Draft) for 2022 and its abstract 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, the guide to self regulatory supervision and so on; The granting arrangement, release of restriction on sale / vesting arrangement (including grant amount, grant date, grant conditions, grant price, sale restriction period, release of restriction on sale period, waiting period, vesting period and release of restriction on sale of restricted shares of each incentive object 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 assessment system of equity incentive plan is comprehensive, comprehensive and operable. The setting of assessment indicators is scientific and reasonable. At the same time, it has a restrictive effect on Incentive objects, which can achieve the assessment purpose of this incentive plan.
7. The company’s implementation of equity incentive plan is conducive to further improve the corporate governance structure, improve the company’s long-term incentive mechanism, fully mobilize the enthusiasm of the company’s core team, and enhance the company’s management team and business backbone’s sense of responsibility and mission for the sustainable and healthy development of the company. 8. Related directors have avoided voting on relevant proposals in accordance with relevant regulations, which shall be deliberated and voted by non related directors.
After carefully reviewing the incentive plan, we believe that the implementation of the incentive plan can improve the company’s long-term incentive mechanism and promote the convergence of the interests of the company’s employees and the company’s long-term interests; It is conducive to the sustainable and healthy development of the company and will not damage the interests of the company and all shareholders.
Therefore, the independent directors unanimously agree that the company will implement this equity incentive plan.
3、 Independent opinions on the scientificity and rationality of the indicators set in the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022
The appraisal indicators of the restricted stock incentive plan are divided into two levels: company level performance appraisal and individual level performance appraisal.
In terms of performance assessment indicators at the company level, the company comprehensively considers the company’s historical performance, future strategic planning and industry characteristics. In order to achieve the goal of unifying the company’s future high-quality and steady development with incentive effect, the company selects the growth rate of operating revenue as the assessment indicator. The operating revenue indicator can reflect the business status and market share of the enterprise, The setting of this index comprehensively considers the impact of the macroeconomic environment, the development of the company’s industry and market competition, the company’s historical performance, the company’s future development strategic planning and expectation. It is a reasonable planning for the company’s future operation and takes into account the incentive effect of this incentive plan, so as to ensure the expected incentive effect while reflecting high growth.
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 for lifting the sales restriction according to the performance evaluation results of the incentive object.
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. The independent directors unanimously agreed to the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022.
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[there is no text on this page, which is the signature page of Shen Zhen Australis Electronic Technology Co.Ltd(300940) independent director’s independent opinions on matters related to the fourth meeting of the second board of directors] independent director: Luo Zhengcai, Shi Jinping, Lin libin
March 15, 2022
