Topsec Technologies Group Inc(002212)
Independent opinions of independent directors on matters related to the 20th meeting of the sixth board of directors
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) As independent directors of Topsec Technologies Group Inc(002212) company (hereinafter referred to as the “company”), we are independent directors of Topsec Technologies Group Inc(002212) (hereinafter referred to as the “company”) in accordance with the provisions of the rules for independent directors of listed companies of CSRC, the rules for the listing of shares of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of companies listed on the main board (hereinafter referred to as the “regulatory guidelines No. 1”) and the Topsec Technologies Group Inc(002212) articles of Association (hereinafter referred to as the “articles of association”), Based on the position of independent judgment, in line with the attitude of being responsible to the company, all shareholders and investors, and adhering to the principle of seeking truth from facts, we hereby express independent opinions on the relevant matters of the 20th meeting of the sixth board of directors of the company as follows:
1、 Independent opinions on the company’s first stock option incentive plan of “striver” (Draft) and its abstract
1. It is not found that the company is prohibited from implementing equity incentive 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, and the company has the subject qualification to implement equity incentive.
2. The qualification of the incentive objects (hereinafter referred to as the “company’s equity plan” and the “company’s securities law”) determined by the “company’s equity plan” and the “company’s securities law” and other normative documents; There is no case that the stock exchange has identified it as an inappropriate candidate within the last 12 months; There is no situation in which the CSRC and its dispatched offices have identified them as inappropriate candidates in the last 12 months; There are no cases in which the CSRC and its dispatched offices have imposed administrative penalties or taken market entry prohibition measures for major violations of laws and regulations in the last 12 months; There is no circumstance that the company is not allowed to serve as a director or senior manager of the company as stipulated in the company law; There is no case that the company is not allowed to participate in the equity incentive of listed companies according to laws and regulations. The incentive objects meet the incentive object conditions specified in the management measures and the incentive object scope specified by the company. Their subject qualification as the incentive object of the company is legal and effective.
3. The formulation, deliberation procedures and contents of the company’s first stock option incentive plan (Draft) 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 and so on; The grant arrangement and exercise arrangement of stock options for each incentive object (including grant amount, grant date, exercise price, waiting period, exercise and exercise conditions) did not violate the provisions of relevant laws and regulations and did not damage the interests of the company and all shareholders.
4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
5. When the board of directors of the company deliberated the relevant proposals, the related directors have avoided voting in accordance with the company law, the securities law, the administrative measures and other laws, regulations and normative documents as well as the relevant provisions of the articles of association.
6. The company’s implementation of equity incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, and enhance the company’s management team and key employees’ sense of responsibility and mission for the sustainable and healthy development of the company, which is conducive to the sustainable 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 equity incentive plan.
2、 Independent opinions on the scientificity and rationality of the assessment indicators set in this equity incentive plan
The assessment indicators of this equity incentive plan are divided into two levels: company level performance assessment and individual level performance assessment. The establishment of assessment indicators complies with the basic provisions of laws and regulations and the articles of association.
In order to seize the development opportunities of the industry, continuously improve competitiveness and achieve the company’s strategy and business objectives, the performance assessment objectives of the equity incentive plan at the company level are mainly the target of net profit growth rate, supplemented by the target of operating revenue growth rate. The target of net profit growth rate can truly reflect the profitability of the company. It is an effective index to measure the operating efficiency of the enterprise and the final embodiment of the growth of the enterprise; The target of operating revenue growth rate can truly reflect the company’s operation and market conditions, and is one of the important indicators to predict the company’s business expansion trend. After reasonable prediction and considering the incentive effect of the incentive plan, the company level performance assessment objectives are: Taking the net profit excluding the impact of share based payment expenses in 2021 as the base, the net profit growth rate excluding the impact of share based payment expenses in 2022, 2023, 2024 and 2025 shall not be less than 30%, 60%, 100% and 150% respectively; Based on the operating revenue in 2021, the growth rate of operating revenue in 2022, 2023, 2024 and 2025 shall not be less than 20%, 40%, 60% and 80% respectively; Determine the step-by-step exercise proportion according to the actual performance. The above performance assessment objectives are set based on the company’s historical performance, industry development, market competition and the company’s future development plan and other relevant factors, focusing on the goal of net profit growth rate that truly reflects the company’s profitability and growth. They are challenging, help to further improve the company’s competitiveness and mobilize the enthusiasm of employees, and ensure the realization of the company’s future development strategy and business objectives, Bring more efficient and lasting returns to shareholders.
Based on the company level performance appraisal objectives, the company has set up a corresponding personal performance appraisal system to achieve a more accurate and comprehensive comprehensive evaluation of the work performance of the 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, and determine the differentiated exercise proportion according to the evaluation results of different incentive objects, so as to truly achieve the effect of encouraging excellence and value creation.
To sum up, the assessment system of the company’s equity incentive plan is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a restrictive effect on the incentive objects, which can achieve the assessment purpose of the incentive plan.
3、 Independent opinions on the company’s “striver” phase I employee stock ownership plan (Draft) and its abstract
1. It is not found that the company is prohibited from implementing the employee stock ownership plan in accordance with the guidance on the pilot implementation of the employee stock ownership plan by listed companies (hereinafter referred to as the “guidance”), regulatory guidance No. 1 and other laws and regulations;
2. The content of the company’s employee stock ownership plan complies with the provisions of relevant laws and regulations such as the guiding opinions and regulatory guidelines No. 1, which is conducive to the sustainable development of listed companies and does not harm the interests of the company and all shareholders; The first phase of the company’s “striver” employee stock ownership plan follows the principle of independent decision and voluntary participation of employees. There is no situation of forcing employees to participate in the employee stock ownership plan by means of apportionment, forced distribution and so on; The company does not provide financial assistance to the holders of the first phase employee stock ownership plan of “striver” or guarantee their loans;
3. In order to standardize the implementation of the company’s “striver” phase I ESOP, the company has formulated the company’s “striver” phase I ESOP management measures in accordance with the provisions and requirements of laws, regulations and normative documents such as the company law, the securities law, the guiding opinions and the regulatory guidance No. 1;
4. The implementation of the first phase of “striver” employee stock ownership plan by the company is conducive to further improving the corporate governance structure and the company’s long-term and effective incentive and restraint mechanism; Establish and improve the benefit sharing mechanism between the company and employees, realize the consistency of the interests of the company, shareholders and employees, and promote long-term and stable development; Fully mobilize the enthusiasm and creativity of employees, attract and retain excellent managers and business backbone, and improve the cohesion of employees and the competitiveness of the company;
5. The contents of the first phase of the company’s “striver” employee stock ownership plan comply with the provisions of the company law and other relevant laws, regulations and the articles of association. Before the implementation of the first phase of the company’s “striver” employee stock ownership plan, the company has solicited the opinions of employees through the employee congress, and the related directors have avoided voting on relevant proposals in accordance with the company law, securities law, guidance, regulatory guidance No. 1 and the articles of association, The convening, number of attendees and voting procedures of the board meeting shall comply with the company law, the articles of association and other relevant provisions.
There is no situation that damages the interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders.
Therefore, the independent directors agreed to implement the first phase of the employee stock ownership plan of “striver” and submit the relevant proposals of the employee stock ownership plan to the general meeting of shareholders for deliberation.
Independent directors: Feng Haitao, Wu Jianhua, she JiangXuan March 27, 2002
