Opinions of Shenzhen Longli Technology Co.Ltd(300752) independent directors
Shenzhen Longli Technology Co.Ltd(300752)
Independent directors' opinions on the 32nd meeting of the second board of directors of the company
Independent opinions on relevant matters
According to the articles of association of Shenzhen Longli Technology Co.Ltd(300752) and the working system of independent directors and other relevant provisions, as the independent director of Shenzhen Longli Technology Co.Ltd(300752) (hereinafter referred to as "the company"), we carefully reviewed the relevant materials of the proposal considered at the 32nd meeting of the second board of directors held on April 1, 2022, and based on the position of independent judgment, we express our independent opinions as follows:
1、 Independent opinions on the company's 2022 stock option incentive plan (Draft) and its summary
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 incentive objects of this stock option incentive plan meet 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, and meet the scope of incentive objects specified in this stock option incentive plan of the company, The subject qualification of incentive objects is legal and effective. The incentive objects determined in this incentive plan include but are not limited to directors, senior managers, core technical / business personnel and other core backbones of the company (including subsidiaries). The above incentive objects are labor contracts or employment contracts signed with the company (or holding subsidiaries), excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents Children. And the incentive object does not have the following circumstances:
(1) Being identified as an inappropriate candidate by the stock exchange within 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.
Opinions of Shenzhen Longli Technology Co.Ltd(300752) independent directors
3. The formulation, content and review process of the company's 2022 stock option incentive plan (Draft) and its summary comply with the provisions of the company law, securities law, administrative measures and other relevant laws, regulations, rules and normative documents. The grant arrangement and exercise arrangement of stock options for each incentive object (including grant amount, grant date, grant conditions, exercise price, waiting period, exercise period, exercise conditions and other matters) do not violate the provisions of relevant laws, regulations and normative documents, and do not infringe 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. The related directors have avoided voting on relevant proposals in accordance with the company law, securities law, administrative measures and other laws, regulations, rules and normative documents, as well as the relevant provisions of the articles of association, which shall be deliberated and voted by the non related directors. 6. The company's implementation of this stock option incentive plan is conducive to further establishing and improving the company's long-term incentive mechanism, attracting and retaining talents, fully mobilizing the enthusiasm of the company's employees, effectively combining the interests of shareholders, the company and the personal interests of the core team, so that all parties can pay attention to the long-term development of the company and will not damage the interests of the company and all shareholders. The incentive objects granted by the company's stock option incentive plan meet the conditions for becoming the incentive object of stock option stipulated in laws, regulations and normative documents.
Based on the above, we unanimously agree on the matter and agree to submit the relevant proposal to the general meeting of shareholders of the company for deliberation.
2、 Opinions on the implementation of the company's stock option incentive plan in 2022
The company's stock option assessment indicators 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, regulations and the articles of association.
The company level performance assessment selects the net profit index, which is an effective index to measure the operating efficiency of the enterprise and the final embodiment of the growth of the enterprise. The determination of specific values comprehensively considers the impact of macroeconomic environment, industry development, market competition and the company's future development plan and other factors, which helps to mobilize the enthusiasm of employees, improve the company's attraction and competitiveness to talents, ensure the realization of the company's business objectives and development strategy, seek progress in stability and continue to create value for all shareholders. 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, 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
Opinions of Shenzhen Longli Technology Co.Ltd(300752) independent directors
of It is conducive to the sustainable and healthy development of the company and does not damage the interests of the company and all shareholders. We unanimously agreed to the matter and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
3、 Independent opinion on the reappointment of the audit institution in 2022
After verification, we believe that during the period of serving as the company's financial audit institution, Grant Thornton Certified Public Accountants (special general partnership) (hereinafter referred to as "Grant Thornton") has been diligent and dedicated, followed independent, objective and fair audit standards, and has many years of experience and ability to provide audit services for listed companies, which is conducive to ensuring and improving the quality of the company's audit work and has good professional competence Investor protection ability, integrity and independence. The review procedure of the company's renewal of Zhitong complies with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of the company and other shareholders, especially the interests of minority shareholders.
Based on the above, we unanimously agree on the matter and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on 2022 loan plan and loan authorization
The company and its subsidiaries (including subsidiaries at all levels included in the company's consolidated statements) apply for comprehensive credit from the bank, which is conducive to meeting the production, operation and development needs of the company and its subsidiaries (including subsidiaries at all levels included in the company's consolidated statements) in 2022 and long-term development.
The matter has been approved by us in advance before being submitted to the board of directors for deliberation. The resolution procedures for the convening and convening of the board of directors of the company comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company, subsidiaries and all shareholders, especially small and medium-sized shareholders.
Based on the above, we unanimously agree on the matter and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
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Opinions of Shenzhen Longli Technology Co.Ltd(300752) independent directors
Shenzhen Longli Technology Co.Ltd(300752) independent director (signature):
Chai Guangyue, Wu Tao, Wang Liguo, April 1, 2022
