Shenzhen Refond Optoelectronics Co.Ltd(300241)
Independent opinions of independent directors on matters related to the 22nd Meeting of the 4th board of directors Shenzhen Refond Optoelectronics Co.Ltd(300241) (hereinafter referred to as “the company”) held the 22nd Meeting of the 4th board of directors on March 21, 2022. According to the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020) As an independent director of the company, we have carefully consulted the relevant materials of the company in accordance with the relevant laws, regulations and rules and regulations, such as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the rules for independent directors of listed companies, the guidelines for the performance of duties of independent directors of listed companies, and the articles of association, We hereby express the following independent opinions on the relevant matters considered at the 22nd Meeting of the Fourth Board of directors of the company:
1、 Independent opinions on the company’s 2022 stock option and restricted stock incentive plan (Draft) and its abstract
1. The formulation and review process of the company’s 2022 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”) and its summary comply with the provisions of relevant laws, regulations, rules and normative documents such as the administrative measures for equity incentive of listed companies (hereinafter referred to as “administrative measures”).
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 2022 stock option and restricted stock incentive plan have the qualifications specified in the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the administrative measures, the articles of association and other laws, regulations and normative documents. The determined incentive objects do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
The incentive object does not have the following circumstances: (1) it has been identified as an inappropriate candidate by the stock exchange in the last 12 months; (2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices; (3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months; (4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations; (6) Other circumstances recognized by the CSRC. The subject qualification of incentive objects is legal and effective.
4. The contents of the company’s incentive plan (Draft) comply with the provisions of the company law, securities law, administrative measures and other relevant laws, regulations and normative documents; The granting arrangement and exercise / release of restricted shares (including granting amount, authorization / grant date, exercise / grant price, waiting / restriction period, exercise / release period, exercise / release conditions and other matters) of stock options / restricted shares 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 have avoided voting on relevant proposals in accordance with the company law, securities law, administrative measures and other laws, regulations and normative documents as well as the relevant provisions of the articles of association.
7. The company’s implementation of the 2022 stock option and restricted stock 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 backbone’s sense of responsibility and mission for the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
To sum up, after careful review, all our independent directors agree that the company’s 2022 stock option and 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. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The incentive objects granted by the company’s 2022 stock option and restricted stock incentive plan meet the conditions for becoming the incentive objects of the equity incentive plan stipulated in laws, regulations and normative documents. Therefore, we unanimously agree that the company will implement the incentive plan.
2、 Independent opinions on the scientificity and rationality of the indicators set in the stock option and restricted stock incentive plan in 2022
The assessment indicators of the company’s 2022 stock option and restricted stock incentive plan are divided into two levels: company level performance assessment and individual level performance assessment.
The performance index at the company level is the growth rate of operating revenue. The growth rate of operating revenue reflects the operation status and market scale of the enterprise, and is one of the important indexes to predict the expansion trend of the company’s business. The determination of specific values comprehensively considers the macroeconomic environment, industry development, market competition and the company’s future development plan and other relevant factors, comprehensively considers the realization possibility and incentive effect on the company’s employees, and the index setting is reasonable and scientific.
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 exercise conditions according to the performance evaluation results of the incentive object in the previous year.
To sum up, after careful review, all our independent directors agree that the assessment system of the company’s stock option and restricted stock incentive plan in 2022 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 stock option and restricted stock incentive plan in 2022.
3、 Independent opinions on the guarantee provided by the company for subsidiaries
The independent opinions on the proposal on providing guarantee for subsidiaries to apply for comprehensive credit from banks in the 22nd Meeting of the Fourth Board of directors of the company are as follows:
1. The guaranteed object Hubei Ruihua optoelectronics Co., Ltd. (hereinafter referred to as “Ruihua optoelectronics”) is an indirect holding subsidiary of the company. The company has control over it, and the financial risk is within the scope of effective control. The guarantee provided by the company will not damage the interests of the company and shareholders.
2. This guarantee will not adversely affect the normal operation and business development of the company and its holding subsidiaries. 3. The guarantee contents and decision-making procedures comply with relevant laws, regulations, normative documents and the articles of association, and there is no damage to the interests of the company and shareholders, especially the interests of minority shareholders. In view of the above reasons, we agree that the company will provide joint and several liability guarantee for Ruihua optoelectronics to handle comprehensive credit in the bank.
This guarantee shall be implemented after being deliberated and approved by the general meeting of shareholders of the company.
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(there is no text on this page, which is the signature page of independent directors’ independent opinions on matters related to the 22nd Meeting of the Fourth Board of directors) signature of independent directors:
Zhang Shengdong, Liu Zhaojun, Luo Tao
February 21, 2023
