Tianyu Eco-Environment Co.Ltd(603717)
Independent opinions of independent directors on relevant proposals of the 41st meeting of the third board of directors
As an independent director of Tianyu Eco-Environment Co.Ltd(603717) (hereinafter referred to as "the company"), on the basis of carefully reviewing the relevant materials provided by the company, in accordance with the rules for independent directors of listed companies, the rules for stock listing of Shanghai Stock Exchange, the guidelines for the performance of independent directors of listed companies and the articles of association, The independent opinions on relevant matters considered at the 41st meeting of the third board of directors of the company are as follows: (I) proposal on equal proportion capital increase and related party transactions to holding subsidiaries
The company's capital increase to its holding subsidiary Shanghai Tianqian Food Co., Ltd. with its own funds will help the company's development in the ecological animal husbandry sector, further expand the business scale and enhance the company's market competitiveness, which is in line with the company's strategic development plan. The price of the same proportion capital increase and related party transactions of all shareholders is reasonable and fair, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, There is no case of transferring interests to related parties, which will not affect the independence of the company. Related directors Mr. Luo Weiguo and Mr. Shi Dongwei avoided voting. Therefore, we agree to the above related party transactions of the company.
(II) proposal on Tianyu Eco-Environment Co.Ltd(603717) 2022 stock option incentive plan (Draft) and its summary
1. The formulation and review process of the company's 2022 stock option incentive plan (Draft) and its abstract 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 the "administrative measures");
2. The company is not prohibited to implement the equity incentive plan as stipulated in laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan;
3. The list of incentive objects granted by the company for the first time in this incentive plan meets the conditions of incentive objects stipulated by law and the scope of incentive objects stipulated in the company's stock option incentive plan, and its subject qualification as the incentive object of the company's equity incentive plan is legal and effective;
4. The formulation, review process and contents of the company's 2022 stock option incentive plan (Draft) comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law and the administrative measures, and do not violate the provisions of relevant laws, regulations and normative documents, and 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, 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;
7. 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 team'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, the company's proposal on stock option incentive plan and its summary will be reviewed and approved by the shareholders' meeting in 2027.
(III) independent opinions on the scientificity and rationality of the assessment indicators of Tianyu Eco-Environment Co.Ltd(603717) 2022 stock option incentive plan
In order to ensure the smooth realization of the incentive effect of this incentive plan, and in combination with the company's historical performance, the company divides the stock option evaluation indicators of this incentive plan into two levels: company level performance evaluation and individual level performance evaluation.
The indicators selected for the performance appraisal at the company level are net profit or operating income, and the right can be exercised when one of the two is reached; The assessment mode adopts the cumulative system. In order to achieve the purpose of equity incentive more effectively, the core employees of the company realize that it is very possible to achieve the company's performance objectives and share the benefits of the company's transformation and development through efforts; Among the performance assessment indicators, the company's net profit indicator is "non deduction", because the company's core employees are encouraged to give full play to their subjective initiative in the collection of accounts receivable that have been individually depreciated, and the net profit indicator can reflect the company's profitability; Operating income can truly reflect the company's operating conditions and market share, both of which are important financial indicators reflecting the production and operation activities of the enterprise. The assessment indicators combine the company's historical performance, industry status, share based payment, future development and other conditions. The set objectives are in line with the company's business status and future development strategy. At the same time, they are challenging, help to give play to the subjective initiative of incentive objects, help the company achieve business objectives and create better returns for shareholders.
In addition to the performance appraisal at the company level, the company has also set up a strict performance appraisal system for individuals. The personal appraisal system can make a more accurate and comprehensive comprehensive evaluation of the work performance of the incentive object. The company will determine whether the incentive object meets the conditions of the right according to the performance appraisal 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.
(there is no text below, which is the signature page of independent directors)
[there is no text on this page, which is the signature page of independent directors' independent opinions on relevant proposals of the 41st meeting of the third board of directors] signature of independent directors:
Bao Manzhu, Li Yuanping, Wu Dong
April 6, 2022
