Zhejiang Dahua Technology Co.Ltd(002236)
Independent opinions of independent directors on relevant matters
According to 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 measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures"), the rules for independent directors of listed companies, and the stock listing rules of Shenzhen Stock Exchange As an independent director of Zhejiang Dahua Technology Co.Ltd(002236) (hereinafter referred to as the "company"), we have carefully understood and reviewed the matters related to the company's equity incentive in 2022 with a serious, responsible and realistic attitude, in accordance with the requirements of the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the articles of association and the detailed rules for the work of independent directors, and hereby express the following independent opinions:
1、 Independent opinions on the 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) and its summary comply with the provisions of the management measures and other relevant laws, regulations, rules and normative documents. 2. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the company law, 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 this stock option and restricted stock incentive plan meet the requirements of the company law, securities law, administrative measures and other laws, regulations and normative documents, as well as the qualifications of the articles of association.
4. The company's 2022 stock option and restricted stock incentive plan (Draft) 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 and so on; The granting arrangement, exercise price / grant price, waiting period / sale restriction period, exercise period / sale restriction lifting period, exercise conditions / sale restriction lifting conditions and other matters of stock options and restricted shares of each incentive object do not violate the provisions of relevant laws, regulations and normative documents, 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 equity incentive plan is conducive to further improve the corporate governance structure, improve the company's incentive mechanism, enhance the company's management and core employees' sense of responsibility 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.
7. Related directors have avoided voting on relevant proposals in accordance with the company law, securities law, administrative measures and other laws, regulations, normative documents and relevant provisions in the articles of association.
In conclusion, after careful review, we agree that the company will implement this equity incentive and agree to submit it to the general meeting of shareholders for deliberation.
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 equity incentive plan are divided into two levels: company level performance assessment and individual level performance assessment.
The performance indicators at the company level are the growth rate of operating revenue and net profit. Operating income growth rate and net profit growth rate are growth indicators that can reflect the profitability and market value of the company. The above two indicators can comprehensively reflect the operation of the company. They are also common performance evaluation indicators in the equity incentive plan of listed companies. These performance indicators are set by the company in combination with the company's current situation, future strategic planning and industry development. The set assessment indicators are challenging, which will help to continuously improve the company's profitability and mobilize the enthusiasm of employees, ensure the realization of the company's future development strategy and business objectives, and bring more efficient and lasting returns to 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 conditions for exercising rights / lifting sales restrictions according to the performance evaluation results of the incentive object in the previous year.
In conclusion, after careful review, we agree that the assessment system of the company's incentive plan is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, has a restrictive effect on Incentive objects, and can achieve the assessment purpose of the incentive plan, And agreed to submit the management measures for the implementation and assessment of 2022 stock option and restricted stock incentive plan to the general meeting of shareholders of the company for deliberation.
Independent directors: Zhang Yuli, Liu Hanlin, Cao Yanlong April 2, 2022
